Common use of Parties’ Intent Clause in Contracts

Parties’ Intent. The parties intend that the payments and benefits to which Employee may become entitled in connection with Employee’s employment under this Agreement will be exempt from or comply with Section 409A of the Code and the regulations and other guidance promulgated thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. All severance payments hereunder are intended to qualify as short-term deferrals meeting the requirements of Treasury Regulation Section 1.409A-1(b)(4) or as involuntary severance payments satisfying the requirements of Treasury Regulation Section 1.409A-1(b)(9)(iii) and this Agreement shall be construed in accordance with such intent. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Employee to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Employee, use its reasonable business efforts to in good faith reform such provision to comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Employee and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Employee participates to bring it in compliance with Section 409A.

Parties’ Intent. The parties intend that the all payments and or benefits to which Employee may become entitled in connection with Employee’s employment under this Agreement will be exempt hereunder shall either qualify for an exemption from or comply with the applicable rules governing non-qualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and other guidance promulgated thereunder (collectively, “Section 409A”) and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. All severance payments hereunder are intended to qualify as short-term deferrals meeting the requirements of Treasury Regulation Section 1.409A-1(b)(4) or as involuntary severance payments satisfying the requirements of Treasury Regulation Section 1.409A-1(b)(9)(iii) and this Agreement shall be construed in accordance with such intentintention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Employee Xxxxxxx to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of EmployeeXxxxxxx, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Employee Xxxxxxx and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts Should any provision of this Agreement or of the Employment Agreement be determined to amend any plan or program in which Employee participates to bring it not be in compliance with Section 409A.409A, or should Xxxxxxx become liable for any excise tax, penalty or interest under Section 409A, the Company shall pay all such taxes, penalties and interest, including an additional amount to cover any additional taxes on such payments.