Common use of Limitations Under Code Section 409A Clause in Contracts

Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. (i) If at Notwithstanding anything to the time of Executive’s separation from servicecontrary in this Agreement, (i) Executive is in the event that, as a specified employee (within the meaning result of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (and using the identification methodology selected by Company from time to timeany related regulations or other pronouncements), and (ii) Company makes a good faith determination any of the payments that an amount payable hereunder constitutes Executive is entitled to under the terms of this Agreement or any other plan involving deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties as defined under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To ) may not be made at the extent such potential payments or benefits could become time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such Sectionadverse tax consequences, the parties shall cooperate to amend this agreement Company will make such payment on the first day permissible under Section 409A of the Code without Executive incurring such adverse tax consequences. In particular, with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In the event that Executive is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to Executive hereunder that are subject to the provisions of Section 409A of the Code shall not be made prior to the first day after the six-month anniversary of Executive’s date of termination. It is intended that each installment of the payments and benefits provided under this agreement, Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. No payments that are subject to Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will shall be considered one of a series of separate payments. (iv) made to Executive will be deemed to have a upon Executive’s termination of employment for purposes from the Company under this Agreement unless such termination of determining the timing of any payments that are classified as deferred compensation only upon employment is a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day 409A of the calendar year in which Code. In addition, other provisions of this Agreement or any other such plan notwithstanding, the expenses are incurred, and Company shall have no right to accelerate any such payment or to make any such payment as the amount result of any specific event except to the extent permitted under Section 409A of the expenses eligible for reimbursement during any calendar year will Code. The Company shall not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date be obligated to reimburse Executive for any payment pursuant to tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end 409A of the calendar year in which the payment would have otherwise been made, the payment shall be forfeitedCode.

Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreementAgreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement Agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.44 (except for payments under Section 4.2), the release has not been executed and delivered and all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited. To the extent not forfeited pursuant to the prior sentence, the Company will pay all amounts that would have otherwise been paid pursuant to Section 4 prior to the executive’s delivery and lapse of the revocation periods for the release within five days after satisfaction of these requirements.

Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. (i) If at the time of Executive’s 's separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement Agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreementAgreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement Agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.44 (except for payments under Section 4.2), the release has not been executed and delivered and all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited. To the extent not forfeited pursuant to the prior sentence, the Company will pay all amounts that would have otherwise been paid pursuant to Section 4 prior to the executive's delivery and lapse of the revocation periods for the release within five days after satisfaction of these requirements.

Limitations Under Code Section 409A. (i) If at the time of the Executive’s separation from service, (iA) the Executive is a specified employee (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and using the identification methodology selected by the Company from time to time), and (iiB) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) 409A of the Code), the payment of which is required to be delayed pursuant to the six-month six (6)-month delay rule set forth in Section 409A of the Code in order to avoid additional taxes or penalties interest under Section 409A409A of the Code, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month six (6)-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could reasonably be expected to become subject to such SectionSection 409A of the Code, the parties shall cooperate to amend this agreement Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreementAgreement, for purposes of Section 409A of the Code of 1986Code, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments, and each such payment shall be a separately identifiable and determinable amount. (iv) For purposes of determining the timing of any payment of Severance Compensation, the Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A.409A of the Code. (v) Any amount that the Executive is entitled to be reimbursed under this agreement Agreement will be reimbursed to the Executive as promptly as practical and practicable, and, in any event event, not later than the last day of the calendar year following the year in which the expenses are were incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on For purposes of this Agreement, each payment of Severance Compensation is intended to be excepted from Section 409A of the due Code to the maximum extent provided under Section 409A of the Code as follows: (A) each payment that is scheduled to be made following the Executive’s termination of employment and within the applicable two and one-half (2½)-month period specified in Treasury Regulations Section 1.409A-1(b)(4) is intended to be excepted under the short-term deferral exception as specified in Treasury Regulations Section 1.409A-1(b)(4) and (B) each payment that is not otherwise excepted under the short-term deferral exception is intended to be excepted under the voluntary separation pay exception as specified in Treasury Regulations Section 1.409A-1(b)(9)(iii) or the exception for limited payments described in Treasury Regulations Section 1.409A-1 (b)(9)(v)(D). The Executive shall have no right to designate the date for of any payment pursuant of Severance Compensation to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeitedhereunder.

Limitations Under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, in the event that, as a result of Section 409A of the Internal Revenue Code of 1986, as amended (ithe “Code”) If (and any related regulations or other pronouncements), any of the payments that Executive is entitled to under the terms of this Agreement or any other plan involving deferred compensation (as defined under Section 409A of the Code) may not be made at the time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of Executivepayment is the sole cause of such adverse tax consequences, the Company will make such payment on the first day permissible under Section 409A of the Code without Executive incurring such adverse tax consequences. In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s separation from service, (i) principal bank. In the event that Executive is deemed to be a “specified employee (within employee” for purposes of Section 409A(a)(2)(B)(i) of the meaning Code, any payments to Executive hereunder that are subject to the provisions of Section 409A and using of the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to Code shall not be delayed pursuant made prior to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment anniversary of Executive’s date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as termination. It is intended that each installment of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or and benefits payable provided under this Agreement not shall be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in treated as a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, separate “payment” for purposes of Section 409A of the Code. No payments that are subject to Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will shall be considered one of a series of separate payments. (iv) made to Executive will be deemed to have a upon Executive’s termination of employment for purposes from the Company under this Agreement unless such termination of determining the timing of any payments that are classified as deferred compensation only upon employment is a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day 409A of the calendar year in which Code. In addition, other provisions of this Agreement or any other such plan notwithstanding, the expenses are incurred, and Company shall have no right to accelerate any such payment or to make any such payment as the amount result of any specific event except to the extent permitted under Section 409A of the expenses eligible for reimbursement during any calendar year will Code. The Company shall not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date be obligated to reimburse Executive for any payment pursuant to tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end 409A of the calendar year in which the payment would have otherwise been made, the payment shall be forfeitedCode.

Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.48.2 or 8.5, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired expired, and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. (ia) If at the time of ExecutiveAssociate’s separation from service, (i) Executive Associate is a specified employee (within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”) and using the identification methodology selected by Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ from time to time), and (ii) Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.. 105 (iib) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement Agreement with the goal of giving Executive the Associate the economic benefits described herein in a manner that does not result in such tax being imposed. (iiic) With respect to payments under this agreementAgreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (ivd) Executive Associate will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (ve) Any amount that Executive Associate is entitled to be reimbursed under this agreement Agreement will be reimbursed to Executive Associate as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are were incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vif) If on the due date for any payment pursuant to this Section 8.4which constituted deferred compensation within the meaning of Section 409A, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. (i) If at the time of Executive’s 's separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month six­-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “"separation from service” " within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. (i) If at 21.5.1 Notwithstanding anything in this Agreement to the time of Executive’s separation from servicecontrary, (i) Executive is a specified employee (any compensation or benefits payable hereunder that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”) which are designated as payable upon the termination of Executive’s employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A. Further, if the Executive is a “specified employee” (as that term is used in Section 409A of the Code and using regulations and other guidance issued thereunder) on the identification methodology selected by Company date his separation from time service becomes effective, any benefits payable upon termination of employment that constitute non-qualified deferred compensation subject to time)Section 409A of the Code shall be delayed until the earlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning date of Section 409A) the payment of which is required to be delayed pursuant Executive’s death, but only to the six-month delay rule set forth in Section 409A in order extent necessary to avoid the imposition of accelerated or increased income taxes, excise taxes or other penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To On the extent such potential payments or benefits could become subject to such Sectionearlier of (i) the business day following the six-month anniversary of the date his separation from service becomes effective, and (ii) the Executive’s death, the parties Company shall cooperate to amend this agreement with pay the goal of giving Executive the economic benefits described herein in a manner lump sum the aggregate value of the non-qualified deferred compensation that does not result in such tax being imposed. (iii) With respect the Company otherwise would have paid the Executive prior to that date. It is intended that each installment of the payments under this agreement, and benefits payable to Executive upon termination of employment shall be treated as a separate “payment” for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate paymentsCode. 21.5.2 If an expense reimbursement or provision of in-kind benefit is not exempt from Section 409A of the Code, the following rules apply: (ivi) Executive will in no event shall any reimbursement be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than paid after the last day of the calendar taxable year following the taxable year in which the expenses are expense was incurred, and ; (ii) the amount of reimbursable expenses incurred or provision of in-kind benefits in one tax year shall not affect the expenses eligible for reimbursement during any calendar year will not affect or the amount provision of expenses eligible for reimbursement in-kind benefits in any other calendar tax year; and (iii) the right to reimbursement for expenses or provision of in-kind benefits is not subject to liquidation or exchange for any other benefit. (vi) If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect 1. The provisions of Schedule 1 apply to the release interpretation of this agreement including the schedules. 2. The following words and expressions have not yet expiredthe following meanings: Benefit as defined in clause 10.5. Board the board of directors for the time being of the Company and including any committee of the board of directors duly appointed by it. Change of Control shall mean the occurrence of any of the following events: (A) The approval by shareholders of the Company of a merger or consolidation of the Company with any other corporation, such payment will not be made until such revocation period has expired and if such revocation period has not expired other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the end voting securities of the calendar year in Company or such surviving entity outstanding immediately after such merger or consolidation; (B) The approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets. Company Goods any products, materials, methods, processes, data, compositions, materials, information, conceptions, inventions, intellectual property, know-how, results, equipment or machinery developed, manufactured, distributed or sold by the Company with which the payment would have otherwise duties of the Executive were concerned or for which he was responsible under this Agreement Company Services any services including, but not limited to, technical and product support, technical advice and customer services supplied by the Company with which the duties of the Executive were concerned or for which he was responsible during the two years immediately preceding the date of termination of the Employment. Confidential Information any information, data, results, relating to the business, prospective business, technical processes, computer software, intellectual property rights or finances of the Company including, but not limited to, data, information comprising or containing details of suppliers and their terms of business, details of customers and their requirements, prices charged to and terms of business applicable to customers, marketing plans and sales forecasts, financial information results and forecasts, unless included in published audited accounts, any proposals relating to the acquisition or disposal of a company or business or any part of it or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid to them, research activities, inventions, secret processes, designs, formulae and product lines, which comes into the Executive’s possession by virtue of the Employment, and which the Company regards, or could reasonably be expected to regard, as confidential whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and any and all information which has been madeor may be derived or obtained from any such information. Copyright Work as defined in clause 13.3. Customer any person to which the Company maintained a business relationship with, or distributed, sold or supplied Company Goods or Company Services during the two years immediately preceding the date of termination of the Employment and with which, during such period: 1. the Executive had personal dealings in the course of the Employment; or 2. any employee of the Company who was under the direct or indirect supervision of the Executive had personal dealings in the course of that employee’s employment, Employment the Executive’s employment under this agreement. Employment Related Personal Data information which is personal to the Executive, including but not limited to demographic information (name and address etc.) information enabling the Company to make payments (salary, bank account number, deductions, allowances etc.) information enabling access to benefits (details of family members required for insurance and pension purposes), information specifically regarding the Employment, (supervisor information, details of job title, the payment shall be forfeitedCompany’s personal development plans, performance rating and training plans etc.), and information enabling the Company to fulfil legal requirements (tax and National Insurance information etc.).

Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and (ii) the Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the on the date that is the earliest of: (A) the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided, (B) the Executive’s date of death, or (C) such other date on which such payment will not be subject to such interest and additional tax. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date for any payment pursuant to Section 8.48, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited. (vii) The portion of any payment under this Agreement that would constitute a “short-term deferral” within the meaning of Treasury Regulation Section 1.409A-1(b)(4),would meet the requirements for separation pay due to involuntary separation from service under Treasury Regulation Section 1.409A-1(b)(9)(iii), or would otherwise be exempt from Section 409A shall be treated as a separately identified and determinable amount for purposes of Section 409A.

Limitations Under Code Section 409A. (i) If at the time of Executive’s 's separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-six­ month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “"separation from service” " within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) . If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, in the event that, as a result of ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (ithe “Code”) If at (and any related regulations or other pronouncements), any of the time of Executive’s separation from service, (i) payments that Executive is a specified employee (within entitled to under the meaning terms of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes this Agreement or any other plan involving deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties as defined under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To ) may not be made at the extent such potential payments or benefits could become time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such Sectionadverse tax consequences, the parties shall cooperate to amend this agreement Company will make such payment on the first day permissible under Section 409A of the Code without Executive incurring such adverse tax consequences. In particular, with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In the event that Executive is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to Executive hereunder that are subject to the provisions of Section 409A of the Code shall not be made prior to the first day after the six-month anniversary of Executive’s date of termination. It is intended that each installment of the payments and benefits provided under this agreement, Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. No payments that are subject to Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will shall be considered one of a series of separate payments. (iv) made to Executive will be deemed to have a upon Executive’s termination of employment for purposes from the Company under this Agreement unless such termination of determining the timing of any payments that are classified as deferred compensation only upon employment is a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day 409A of the calendar year in which Code. In addition, other provisions of this Agreement or any other such plan notwithstanding, the expenses are incurred, and Company shall have no right to accelerate any such payment or to make any such payment as the amount result of any specific event except to the extent permitted under Section 409A of the expenses eligible for reimbursement during any calendar year will Code. The Company shall not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date be obligated to reimburse Executive for any payment pursuant to tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end 409A of the calendar year in which the payment would have otherwise been made, the payment shall be forfeitedCode.

Limitations Under Code Section 409A. (ia) If at the time of ExecutiveAssociate’s separation from service, (i) Executive Associate is a specified employee (within the meaning of Section 409A of the Internal Revenue Code (“Section 409A”) and using the identification methodology selected by Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ from time to time), and (ii) Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company ▇▇▇▇▇▇▇ ▇▇▇▇▇ will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (iib) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement Agreement with the goal of giving Executive the Associate the economic benefits described herein in a manner that does not result in such tax being imposed. (iiic) With respect to payments under this agreementAgreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments. (ivd) Executive Associate will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A. (ve) Any amount that Executive Associate is entitled to be reimbursed under this agreement Agreement will be reimbursed to Executive Associate as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are were incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year. (vif) If on the due date for any payment pursuant to this Section 8.4which constituted deferred compensation within the meaning of Section 409A, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end of the calendar year in which the payment would have otherwise been made, the payment shall be forfeited.

Limitations Under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, in the event that, as a result of S▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Internal Revenue Code of 1986, as amended (ithe “Code”) If at (and any related regulations or other pronouncements), any of the time of Executive’s separation from service, (i) payments that Executive is a specified employee (within entitled to under the meaning terms of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes this Agreement or any other plan involving deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties as defined under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided. (ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To ) may not be made at the extent such potential payments or benefits could become time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such Sectionadverse tax consequences, the parties shall cooperate to amend this agreement Company will make such payment on the first day permissible under Section 409A of the Code without Executive incurring such adverse tax consequences. In particular, with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed. (iii) With respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 409A(a)(2)(A)(i) and (B)(i) of the Code, the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In the event that Executive is deemed to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, any payments to Executive hereunder that are subject to the provisions of Section 409A of the Code shall not be made prior to the first day after the six-month anniversary of Executive’s date of termination. It is intended that each installment of the payments and benefits provided under this agreement, Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. No payments that are subject to Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will shall be considered one of a series of separate payments. (iv) made to Executive will be deemed to have a upon Executive’s termination of employment for purposes from the Company under this Agreement unless such termination of determining the timing of any payments that are classified as deferred compensation only upon employment is a “separation from service” within the meaning of Section 409A. (v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day 409A of the calendar year in which Code. In addition, other provisions of this Agreement or any other such plan notwithstanding, the expenses are incurred, and Company shall have no right to accelerate any such payment or to make any such payment as the amount result of any specific event except to the extent permitted under Section 409A of the expenses eligible for reimbursement during any calendar year will Code. The Company shall not affect the amount of expenses eligible for reimbursement in any other calendar year. (vi) If on the due date be obligated to reimburse Executive for any payment pursuant to tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not expired by the end 409A of the calendar year in which the payment would have otherwise been made, the payment shall be forfeitedCode.