Common use of Payment of Termination Benefits Clause in Contracts

Payment of Termination Benefits. Notwithstanding anything to the contrary herein, the following provisions apply to the extent Termination Benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”). Termination Benefits shall not commence until the Executive has a “separation from service” for purposes of Section 409A. If the Executive becomes entitled to receive Termination Benefits pursuant to Section 3(a), the continued payments of base salary, to the extent of payments made from the date of the Executive’s termination of employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by such provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until the earlier of six (6) months after the Executive’s termination of employment if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such termination or the Executive’s death.

Payment of Termination Benefits. Notwithstanding anything to the contrary herein, the following provisions apply to the extent Termination Benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, collectively “Section 409A”). Termination Benefits shall not commence until the Executive has a “separation from service” for purposes of Section 409A. If the Executive becomes entitled to receive Termination Benefits pursuant to Section 3(a), the continued payments of base salary, to the extent of payments made from the date of the Executive’s termination of employment through March 15 of the calendar year following such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by such provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until the earlier of six (6) months after the Executive’s termination of employment if the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code at the time of such termination termination, or the Executive’s death.

Payment of Termination Benefits. Notwithstanding anything to the contrary herein, the following provisions apply to the extent The Termination Benefits provided herein are do not constitute non-qualified deferred compensation subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”). Termination Benefits shall not commence until the Executive has a “separation from service” for purposes of Section 409A. If the Executive becomes entitled to receive Termination Benefits pursuant to Section 3(a), the continued payments of base salary, to the extent of payments made from the date of the Executive’s termination of employment through March 15 of the calendar year following such termination, Treas. Reg. §1.409A- (1)(b)(4) and §1.409A- (1)(b)(9)(iii) in that they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to within the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations; to the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made period or only upon an involuntary termination from separation of service and payable pursuant of Xxxxxx. If any of the Termination Benefits do constitute non-qualified deferred compensation subject to Section 1.409A-1(b)(9)(iii409A, then the following interpretations apply to Sections 6(b) and (d): (i) any termination of Xxxxxx’x employment triggering payment of the Treasury Regulations, to the maximum extent permitted by such provision, with any excess amount being regarded as subject to the distribution requirements of benefits under Sections 6(b) or (d) must constitute a “separation from service” under Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence; (ii) to the extent that payment the termination of Xxxxxx’x employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by Xxxxxx to the Employer at the time Xxxxxx’x employment terminates), any benefits payable under Sections 6(b) or (d) that constitute deferred compensation under Section 409A of the Code shall be delayed until after the date of a subsequent event constituting a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this Section 6(f) shall not cause any forfeiture of benefits on Xxxxxx’x part, but shall only act as a delay until such time as a “separation from service” occurs; (iii) if Xxxxxx is a “specified employee” (as that term is used in Section 409A of the Code and regulations and other guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Sections 6(b) or (d) that constitute non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until the earlier of six (6A) months after the Executive’s termination business day following the six-month anniversary of employment if the Executive date his separation from service becomes effective, and (B) the date of Xxxxxx’x death, but only to the extent necessary to avoid the imposition of accelerated or increased income taxes, excise taxes or other penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month anniversary of the date his separation from service becomes effective, and (B) Xxxxxx’x death, the Employer shall pay Xxxxxx in a lump sum the aggregate value of the non-qualified deferred compensation that the Employer otherwise would have paid Xxxxxx prior to that date under Sections 6(b) or (d) of this Agreement, plus simple interest on such amount calculated at the short-term applicable federal rate in effect on the date of Xxxxxx’x separation from service; (iv) it is intended that each installment of the payments and benefits provided under Sections 6(b) and (d) of this Agreement shall be treated as a separate “specified employeepayment” within the meaning for purposes of Section 409A(a)(2)(B)(i) 409A of the Code at Code; and (v) neither the time Employer nor Xxxxxx shall have the right to accelerate or defer the delivery of any such termination payments or benefits except to the Executive’s death.extent specifically permitted or required by Section 409A.