Common use of Section 162(m) Clause in Contracts

Section 162(m). The terms of this Agreement and the Plan shall, to the extent possible, be interpreted and operated in a manner that results in the amounts paid hereunder to be designated as “Performance Based Compensation” under Section 162(m)(4)(C) of the Code and the Treasury Regulations promulgated thereunder (“Performance Based Compensation”). Without limiting the foregoing, no amount shall be paid hereunder unless and until: (i) the Performance Goals have been determined by the Subcommittee in accordance with Section 162(m)(4)(C)(i) of the Code, (ii) the material terms of the Performance Goals have been approved by the Company’s shareholders in accordance with Section 162(m)(4)(C)(ii) of the Code, and (iii) except as may otherwise be allowed by Section 2.2, the Subcommittee has, in fact, certified the Performance Goals have been satisfied in accordance with Section 162(m)(4)(C)(iii). Any discretion that the Subcommittee has that is inconsistent with the foregoing shall be null and void. Notwithstanding anything in this Agreement or the plan to the contrary, the Subcommittee shall be authorized to take any unilateral action, including the amendment of this Agreement and the Plan, that it reasonably deems necessary or desirable to cause any amount payable hereunder to qualify as Performance Based Compensation.

Section 162(m). The terms of this Agreement and the Plan shall, to the extent possible, be interpreted and operated in a manner that results in the amounts paid hereunder to be designated as “Performance Based Compensation” under Section 162(m)(4)(C) of the Code and the Treasury Regulations promulgated thereunder (“Performance Based Compensation”). Without limiting the foregoing, no amount shall be paid hereunder unless and until: (i) the Performance Goals have been determined by the Subcommittee Committee in accordance with Section 162(m)(4)(C)(i) of the Code, (ii) the material terms of the Performance Goals have been approved by the Company’s 's shareholders in accordance with Section 162(m)(4)(C)(ii) of the Code, and (iii) except as may otherwise be allowed by Section 2.2, the Subcommittee Committee has, in fact, certified the Performance Goals have been satisfied in accordance with Section 162(m)(4)(C)(iii). Any discretion that the Subcommittee Committee has that is inconsistent with the foregoing shall be null and void. Notwithstanding anything in this Agreement or the plan Plan to the contrary, the Subcommittee Committee shall be authorized to take any unilateral action, including the amendment of this Agreement and the Plan, that it reasonably deems necessary or desirable to cause any amount payable hereunder to qualify as Performance Based Compensation.

Section 162(m). The terms of this Agreement and the Plan shall, to the extent possible, be interpreted and operated in a manner that results in the amounts paid hereunder to be designated as “Performance Based Compensation” under Section 162(m)(4)(C) of the Code and the Treasury Regulations promulgated thereunder (“Performance Based Compensation”). Without limiting the foregoing, no amount shall be paid hereunder unless and until: (i) the Performance Goals have been determined by the Subcommittee Committee in accordance with Section 162(m)(4)(C)(i) of the Code, (ii) the material terms of the Performance Goals have been approved by the Company’s shareholders in accordance with Section 162(m)(4)(C)(ii) of the Code, and (iii) except as may otherwise be allowed by Section 2.2, the Subcommittee Committee has, in fact, certified the Performance Goals have been satisfied in accordance with Section 162(m)(4)(C)(iii). Any discretion that the Subcommittee Committee has that is inconsistent with the foregoing shall be null and void. Notwithstanding anything in this Agreement or the plan to the contrary, the Subcommittee Committee shall be authorized to take any unilateral action, including the amendment of this Agreement and the Plan, that it reasonably deems necessary or desirable to cause any amount payable hereunder to qualify as Performance Based Compensation.