Common use of Section 409A Requirements Clause in Contracts

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee under this Agreement: (a) For purposes of Section 409A, (i) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), which exemption is hereby incorporated by reference. (b) If Employee is a “specified employee” as determined by the Company consistent with Section 409A as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to Section 409A, and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following Employee’s separation from service, or (ii) Employee’s date of death; provided, however, that any payments delayed during this six- month period shall be paid in a lump sum on the first day of the seventh month following Employee’s separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above, the Company shall establish and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of the beginning of the 6-month period and ending upon the close of such period, to secure the payment of all such delayed amounts to Employee.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to the Employee under this Agreement: (a) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Employee’s “separation from service” (as defined for purposes of Section 409A)) the “two‑years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference. (b) If the Employee is a “specified employee” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his the Employee’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following the Employee’s separation from service, or (ii2) the Employee’s date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following the Employee’s separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A.. (c) In If this Agreement fails to meet the event there is a 6-month delay in payments under subparagraph 27(b) aboverequirements of Section 409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on the Employee by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of the beginning of Employee shall have no recourse against the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to the Employee under this Agreement: (a) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Employee’s “separation from service” (as defined for purposes of Section 409A)) the “two-years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference. (b) If the Employee is a “specified employee” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his the Employee’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following the Employee’s separation from service, or (ii2) the Employee’s date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following the Employee’s separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A.. (c) In If this Agreement fails to meet the event there is a 6-month delay in payments under subparagraph 27(b) aboverequirements of Section 409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on the Employee by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of the beginning of Employee shall have no recourse against the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee the Executive under this Agreement: (a) 18.2.1 For purposes of Section 409A409A of the Code, (i) each “payment” (as defined by Section 409A409A of the Code) made under this Agreement shall be considered a “separate payment,” and (ii) payments shall be deemed exempt from the definition of deferred compensation under Section 409A of the Code to the fullest extent possible under (1) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(41.409A-l(b)(4), and (2) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Executive’s “separation from service” (as defined for purposes of Section 409A of the Code)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-l(b)(9)(iii), which exemption is are hereby incorporated by reference. (b) 18.2.2 If Employee the Executive is a “specified employee” as determined by defined in Section 409A of the Code (and as applied according to procedures of the Company consistent with Section 409A and its affiliates) as of his separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A409A of the Code), and to the extent required by Section 409A409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day of the seventh month following Employeethe Executive’s separation from service, or (ii) Employeethe Executive’s date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employeethe Executive’s separation from service. Such lump sum payments . 18.2.3 If this Agreement fails to meet the requirements of Section 409A of the Code, neither the Company nor any of its affiliates shall include have any liability for any tax, penalty or interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal imposed on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Executive by Section 409A of the Code, and the Executive shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above, have no recourse against the Company shall establish and fund an irrevocable “rabbi” trustor any of its affiliates for payment of any such tax, in form and substance reasonable satisfactory to Employee, effective as penalty or interest imposed by Section 409A of the beginning of the 6-month period and ending upon the close of such period, to secure the payment of all such delayed amounts to EmployeeCode.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee you under this Agreement: (ai) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), (i1) each “"payment” " (as defined by Section 409A) made under this Agreement shall be considered a “"separate payment,” " and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “"short-term tenn deferral” " exemption of Treasury Regulation § 1.409A-1(b)(4Regulation§ l.409A-l(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing your "separation from service" (as defined for purposes of Section 409A)) the "two years/two-times" separation pay exemption of Treasury Regulation§ l.409A-l(b)(9)(iii), which exemption is are hereby incorporated by reference. (bii) If Employee is you are a “"specified employee” " as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his your separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following Employee’s your separation from service, or (ii2) Employee’s your date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employee’s your separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under . (iii) If this Agreement upon termination fails to meet the requirements of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on you by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of you shall have no recourse against the beginning of the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee you under this Agreement:: ​ (ai) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing your “separation from service” (as defined for purposes of Section 409A)) the ​ “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference.. ​ (bii) If Employee is you are a “specified employee” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his your separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following Employee’s your separation from service, or (ii2) Employee’s your date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employee’s your separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under . (iii) If this Agreement upon termination fails to meet the requirements of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on you by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of you shall have no recourse against the beginning of the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A. ​

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the The following provisions rules shall apply with respect to any distribution of the payments and benefits otherwise payable benefits, if any, to or be provided to Employee under this Agreement: (a) For purposes of Section 409A, (i) It is intended that each “payment” (as defined by Section 409A) made installment of the payments and benefits provided under this Agreement shall be considered treated as a separate “separate payment,” for purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A; (ii) If, as of the date of the “separation from service” of the Employee from the Company, the Employee is not a “specified employee” (each within the meaning of Section 409A), then each installment of the payments and benefits shall be deemed exempt made on the dates and terms set forth in this Agreement; and (iii) If, as of the date of the “separation from service” of the Employee from the definition of deferred compensation under Section 409A to Company, the fullest extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), which exemption is hereby incorporated by reference. (b) If Employee is a “specified employee” as determined by (each, for purposes of this Agreement, within the Company consistent meaning of Section 409A), then: (A) Each installment of the payments and benefits that, in accordance with Section 409A as the dates and terms set forth herein, will in all circumstances, regardless of his when the separation from serviceservice occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation § 1.409A-1(b)(4) to the maximum extent any payment permissible under Section 409A. For purposes of this Agreement constitutes deferred compensation subject to Section 409AAgreement, and to the extent required by Section 409A, no payments due under this Agreement may be made until “Short-Term Deferral Period” means the earlier of: (i) period ending on the first later of the 15th day of the seventh third month following the end of the Employee’s tax year in which the Employee’s separation from service, or (ii) service occurs and the 15th day of the third month following the end of the Company’s tax year in which the Employee’s date separation from service occurs; and (B) Each installment of death; providedthe payments and benefits that is not paid within the Short-Term Deferral Period and that would, howeverabsent this subsection, that any payments delayed during this six- be paid within the six-month period following the “separation from service” of the Employee of the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the death of the Employee), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the first date that is six months and one day of following the seventh month following Employee’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation § 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service) or Treasury Regulation § 1.409A-1(b)(9)(iv) (relating to reimbursements and certain other separation payments). Such lump sum payments shall include bear interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The the Wall Street Journal on the business day immediately preceding Employee’s Date of Termination, from the Date of Termination to the date of payment. Any installments that qualify for the exception under Treasury Regulation § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of the Employee following the taxable year of the Employee in which the separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above, the Company shall establish and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of the beginning of the 6-month period and ending upon the close of such period, to secure the payment of all such delayed amounts to Employeeservice occurs.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee the Executive under this Agreement: (a) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Executive’s “separation from service” (as defined for purposes of Section 409A)) the “two‑years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference. (b) If Employee the Executive is a “specified employee” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his the Executive’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following Employeethe Executive’s separation from service, or (ii2) Employeethe Executive’s date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employeethe Executive’s separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A.. (c) In If this Agreement fails to meet the event there is a 6-month delay in payments under subparagraph 27(b) aboverequirements of Section 409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on the Executive by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of the beginning of Executive shall have no recourse against the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee Executive under this Agreement: (a) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing Executive's “separation from service” (as defined for purposes of Section 409A)) the “two‑years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference. (b) If Employee Executive is a “specified employeeExecutive” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his Executive's separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following Employee’s Executive's separation from service, or (ii2) Employee’s Executive's date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employee’s Executive's separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under this Agreement upon termination of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A.. (c) In If this Agreement fails to meet the event there is a 6-month delay in payments under subparagraph 27(b) aboverequirements of Section 409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on Executive by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of Executive shall have no recourse against the beginning of the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.

Section 409A Requirements. Notwithstanding anything to the contrary in this Agreement, the following provisions shall apply to any payments and benefits otherwise payable to or provided to Employee you under this Agreement: (ai) For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (i1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (ii2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing your “separation from service” (as defined for purposes of Section 409A)) the “two years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which exemption is are hereby incorporated by reference. (bii) If Employee is you are a “specified employee” as determined by the Company consistent with defined in Section 409A (and as applied according to procedures of the Company) as of his your separation from service, to the extent any payment under this Agreement constitutes deferred compensation subject to (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (i1) the first day of the seventh month following Employee’s your separation from service, or (ii2) Employee’s your date of death; provided, however, that any payments delayed during this six- six-month period shall be paid in the aggregate in a lump sum sum, without interest, on the first day of the seventh month following Employee’s your separation from service. Such lump sum payments shall include interest from the scheduled payment date to the date of actual payment at an annual rate equal to the prime rate as set forth in the Eastern edition of The Wall Street Journal on the business day immediately preceding Employee’s date of separation from service. Any payment due under . (iii) If this Agreement upon termination fails to meet the requirements of employment that is subject to Section 409A shall only be made upon a “separation from service” as that term is defined under Section 409A. (c) In the event there is a 6-month delay in payments under subparagraph 27(b) above409A, the Company shall establish not have any liability for any tax, penalty or interest imposed on you by Section 409A, and fund an irrevocable “rabbi” trust, in form and substance reasonable satisfactory to Employee, effective as of you shall have no recourse against the beginning of the 6-month period and ending upon the close of such period, to secure the Company for payment of all any such delayed amounts to Employee.tax, penalty or interest imposed by Section 409A.