Common use of Section 409A; Separate Payments Clause in Contracts

Section 409A; Separate Payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the Agreement become subject to (i) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (ii) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In no event shall Employer be required to provide a tax gross-up payment to Employee or otherwise reimburse Employee with respect to any Section 409A Penalties. Notwithstanding the foregoing, no particular tax result for Employee with respect to any income recognized by Employee in connection with this Agreement is guaranteed. For purposes of Section 409A of the Code (including for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Employee may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.

Section 409A; Separate Payments. This Agreement is intended to be written, administered, interpreted and construed in a manner such that no payment or benefits provided under the this Agreement become subject to (ia) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (iib) the interest and additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of Section 409A Penalties. In Notwithstanding the preceding, in no event shall Employer the Company or any of its affiliates be required to provide a tax gross-gross up payment to Employee or otherwise reimburse Employee Executive with respect to any Section 409A Penalties. Notwithstanding the foregoingPenalties or otherwise in connection with any taxes or penalties owed by Executive, and in no event is any particular tax result for Employee with respect to treatment of any income recognized by Employee Executive in connection with this Agreement is guaranteed. For purposes of Section 409A of the Code (including including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that Employee Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.