Common use of Section 409A Limitations Clause in Contracts

Section 409A Limitations. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code (hereinafter, the “Code”), so as to prevent the inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided, or otherwise made available to the Executive. This Agreement shall be construed, administered and governed in a manner consistent with this intent. Any provision that would cause any amount payable or benefit provided under this Agreement on a deferred basis to be includible in the gross income of the Executive under Section 409A(a)(1) of the Code shall have no force and effect. In particular, to the extent the Executive becomes entitled to receive a payment or a benefit upon an event that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided to the Executive on the Executive’s “separation from service” with the Company (within the meaning of Section 409A of the Code). Any reference in this Agreement to Section 409A of the Code shall also include any final regulations, or other guidance, promulgated with respect to the Section by the U.S. Department of Treasury or the Internal Revenue Service. Executive acknowledges and agrees that the application of Section 409A of the Code to the Company may have financial impact detrimental to the Company. Executive agrees that he will cooperate with and consent to the opinions of financial, tax and/or legal advisers concerning application of Section 409A to minimize any financial impact detrimental to the Company.