Common use of Section 409 A Clause in Contracts

Section 409 A. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall, to the extent practicable, be construed in accordance therewith. Accordingly, notwithstanding anything in this Agreement to the contrary, if the Company determines that Executive is a "specified employee" (as defined in Code Section 409A(a)(2)(B)(i)) at the time of his or her Separation from Service (as defined under Section 409A) and any amount payable to Executive under this Agreement is a deferral of compensation subject to the additional tax described in Code Section 409A(a)(1)(B) and would be considered a payment upon Executive’s Separation from Service, then notwithstanding anything in this Agreement to the contrary, such amount shall not be paid before the date that is the earlier of (i) six (6) months and one (1) day after Executive’s Separation from Service or (ii) Executive’s death (the "Delay Period"). Upon the expiration of the Delay Period, the initial payment following the Delay Period shall include a lump sum payment equal to those payments that otherwise would have been paid if the delay had not applied, and any remaining payments due shall be payable in accordance with their original payment schedule.

Section 409 A. (a) This Anything in this Agreement is intended to comply with the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended ("Section 409A") and shallthe “Code”), then to the extent practicable, be construed in accordance therewith. Accordingly, notwithstanding anything in this Agreement any payment or benefit that the Executive becomes entitled to the contrary, if the Company determines that Executive is a "specified employee" (as defined in Code Section 409A(a)(2)(B)(i)) at the time of his or her Separation from Service (as defined under Section 409A) and any amount payable to Executive under this Agreement is a deferral on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax described in imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(1)(B409A(a)(2)(B)(i) and would be considered a payment upon Executive’s Separation from Service, then notwithstanding anything in this Agreement to of the contraryCode, such amount payment shall not be paid before payable and such benefit shall not be provided until the date that is the earlier of (iA) six (6) months and one (1) day after the Executive’s Separation separation from Service service, or (iiB) the Executive’s death (the "Delay Period")death. Upon the expiration of the Delay PeriodIf any such delayed cash payment is otherwise payable on an installment basis, the initial first payment following the Delay Period shall include a lump sum catch-up payment equal to those payments covering amounts that would otherwise would have been paid if during the delay had not appliedsix-month period but for the application of this provision, and any remaining payments due the balance of the installments shall be payable in accordance with their original payment schedule.