Common use of Section 409A of the Internal Revenue Code Clause in Contracts

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s death. Executive acknowledges that Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to a series Section 409A include rules, regulations, and guidance of separate payments general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 are subject maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 409A of the Code, such payments will not 4 are intended to be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In addition, if The Company and the payments described in Section 7 Executive intend that their exercise of authority or Section 10 are subject to discretion under this Agreement shall comply with Section 409A of the CodeInternal Revenue Code of 1986, as amended (“Section 409A”). If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and if Executive is the Company shall not be required to incur any additional compensation expense as a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the date Executive under Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive termination of employmentharmless from any or all such taxes, theninterest, to the extent required by Section 409A of the Codeor penalties, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathliability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as a right made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to a series Section 409A include rules, regulations, and guidance of separate payments general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if the Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation Separation from service or (ii) Executive’s deathService. Executive acknowledges that the Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if the Company concludes that any of the payments described in Section 7 or Section 10 10(c) or (d) are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 10(c) or (d) are subject to Section 409A of the Code, and if Executive is a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 10(c) or (d) shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s deathservice. Executive acknowledges that the Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “"short-term deferral period” " or intended to fit within the “"separation pay exception” " as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything in this Agreement to the contrary, if Company concludes that any of the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, such payments will not be made prior to Executive’s “"separation from service” " as defined in Treasury Regulation Section 1.409A-1(h)(applying the default rules of Treasury Regulation Section 1.409A-1(h). In addition, if the payments described in Section 7 or Section 10 are subject to Section 409A of the Code, and if Executive is a “"specified employee” " as defined in Treasury Regulation Section 1.409A-1(i)(1) on the date of Executive termination of employment, then, to the extent required by Section 409A of the Code, the payments described in Section 7 or Section 10 shall be delayed and paid on the earlier of (i) first day of the seventh month following Executive’s separation from service or (ii) Executive’s death. Executive acknowledges that Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any payment under this Agreement may be accelerated or subject to further deferral except as permitted by Section 409A of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Section 409A of the Internal Revenue Code. This Agreement is intended to comply with Section 409A of the Code to the extent subject thereto and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered in compliance with Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period” or intended to fit within the “separation pay exception” as defined in Section 409A of the Code shall not be treated as deferred compensation for purposes of Section 409A unless otherwise required by the Code. Notwithstanding anything contained in this Agreement to the contrary, if Company concludes that any of to the payments described in Section 7 or Section 10 maximum extent permitted by applicable law, amounts payable to the Executive hereunder are subject intended to Section 409A of the Code, such payments will not be made prior to in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive’s termination of employment shall be payable unless the Executive’s termination of employment constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h)(applying within the default rules meaning of Treasury Regulation Section Treas. Reg. § 1.409A-1(h). In additionFurthermore, if the payments described in Section 7 or Section 10 are subject to Executive is a Specified Employee (as defined for purposes of Section 409A of the CodeInternal Revenue Code of 1986, and if Executive is as amended (“Section 409A”)), with respect to any amount or benefit payable or due by reason of a “specified employee” as defined in Treasury Regulation separation from service that constitutes nonqualified deferred compensation within the meaning of Section 1.409A-1(i)(1) on 409A (after taking into account all applicable exemptions), such amounts or benefits shall not commence until after the end of the six continuous month period following the date of Executive termination the Executive’s separation from service (or if earlier, the Executive’s death), in which case, all payments and benefits delayed pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of employment, then, such delay) shall be paid or reimbursed to the extent required by Section 409A of the Code, the payments described Executive in Section 7 or Section 10 shall be delayed and paid a lump-sum cash payment on the earlier of (i) first day of the seventh month following the date of the Executive’s separation from service (or (ii) if earlier, as soon as practicable following the Executive’s death). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A. If any provision of this Agreement does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any provision of this Agreement would subject the Executive to additional tax or interest under Section 409A, the Company shall reform the provision. However, the Company shall maintain to the maximum extent practicable the original intent of the applicable provision without subjecting the Executive to additional tax or interest, and the Company shall not be required to incur any additional compensation expense as a result of the reformed provision. In no event whatsoever shall the Company be liable for any tax, interest or penalties that may be imposed on the Executive under Section 409A, and no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability for any damages related thereto. The Executive acknowledges that Company makes no representations or warranties regarding the he has been advised to obtain independent legal, tax treatment or tax consequences of any compensation, benefits or other payments under this Agreement, including by operation of counsel in connection with Section 409A of the Code to the payments described in this Agreement. Neither the time nor schedule of any 409A. Each payment under this Agreement may is intended to be accelerated or subject to further deferral except as permitted by Section 409A a “separate payment” and not a series of the Code and Executive does not have any right to make any election regarding the time or form of any payment due under this Agreement. For payments for purposes of Section 409A 409A. Any payments or reimbursements of the Code, the right to a series of installment payments any expenses provided for under this Agreement shall be treated as made in accordance with Treas. Reg. § 1.409A-3(i)(1)(iv). With respect to reimbursements or in-kind benefits provided under this Agreement: (a) the Company will not provide for cash in lieu of a right to reimbursement or in-kind benefits to which the Executive has a series right under this Agreement, (b) any reimbursement or provision of separate payments in-kind benefits made during the Executive’s lifetime (or such shorter period prescribed by a specific provision of this Agreement) shall be made not later than December 31st of the year following the year in which the Executive incurs the expense, and (c) in no event will the amount of expenses so reimbursed, or in-kind benefits provided, by the Company in one year affect the amount of expenses eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. All references in this Agreement to Section 409A include rules, regulations, and guidance of general application issued by the Department of the Treasury under Treasury Regulation Section 1.409A-2(b)(2)(iii).409A.