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

Limitations Under Code Section 409A. In the event that, as a result of Section 409A of the Internal Revenue Code (the “Code”) (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 or arrangement of GCG or the Company involving deferred compensation (as defined under Code Section 409A) 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 payment is the sole cause of such adverse tax consequences, GCG or the Company will make such payment on the first day permissible under Code Section 409A without Executive incurring such adverse tax consequences (such delay will not affect the timing of any installments or other payments otherwise payable after the six-month delay period imposed under Section 409A). In particular, with respect to any payment triggered by termination of employment hereunder, in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), GCG or 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 addition, other provisions of this Agreement or any other such plan or arrangement notwithstanding, GCG and the Company shall have no right to accelerate or delay any such payment or to make any such payment as the result of any specific event except to the extent permitted under Section 409A.

Limitations Under Code Section 409A. In the event that, as a result of Section 409A of the Internal Revenue Code (the “Code”) (and any related regulations or other pronouncements), any of the payments or benefits that Executive is entitled to under the terms of this Agreement or any other plan or arrangement of GCG or the Company involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing the 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 adverse tax consequences, GCG or the Company will make such payment on the first day permissible under Code Section 409A without the Executive incurring such adverse tax consequences (such delay will not affect the timing of any installments or other payments otherwise payable after the six-month delay period imposed under Section 409A)consequences. In particular, with respect to any lump sum payment triggered by termination of employment otherwise required hereunder, in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), GCG or the Company will adjust the payments payment to reflect the deferred payment date by crediting interest thereon at using the prime interest rate in effect applicable under the IMS Health Incorporated Supplemental Executive Retirement Plan at the time such amount first becomes payable, as quoted by the Company’s principal bank. In addition, other provisions of this Agreement or any other such plan or arrangement notwithstanding, GCG and the Company shall have no right to accelerate or delay any such payment or to make any such payment as the result of any specific event except to the extent permitted under Section 409A.409A. The Company shall not be obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 409A, except this provision will not limit any gross-up payable under Section 9(b) or tax equalization payment under Section 5(b)(vi).