7 Uses in Code Section 409A Clause

Code Section 409A from Employment Contract

The parties to this Termination of Employment Agreement and Mutual Release (hereinafter, the "Release Agreement") are MOBILE MINI, INC., a Delaware corporation, and its affiliates, parents, successors, predecessors, and subsidiaries (collectively, "Employer") and LYNN COURVILLE ("Employee"). Employer and Employee are hereinafter individually referred to as a "Party" and collectively as the "Parties." This Release Agreement shall take effect on the Effective Date (as defined in Section 7 below).

Code Section 409A. The terms of this Release Agreement shall be construed and administered in a manner calculated to satisfy the short-term deferral exception under Treas. Reg. Section 1.409A-1(b)(4); the separation pay plan exception under Treas. Reg. Section 1.409A-1(b)(9)(iii); and/or the welfare benefit exception under Treas. Reg. 1.409A-1(b)(9)(v) to Internal Revenue Code Section 409A and the applicable regulations and guidance promulgated thereunder ("Section 409A"). Any reference in this Release Agreement to a termination of employment (or similar term) means a "separation from service" as defined in Section 409A and the applicable guidance issued thereunder. In the event the Release Agreement fails to satisfy an exception to Section 409A, it will be construed and administered in accordance therewith to the maximum extent permitted by law. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while Employee is a "specified employee" (as defined by Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of Employee's estate following her death. All rights to payments and benefits hereunder shall be treated as rights to receive a series of separate payments and benefits for purposes of applying Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release by Employee and could occur in either of two years, the payment will occur in the later year. Nothing in this Release Agreement shall be construed as a guarantee of any particular tax treatment to Employee. Employee shall be solely responsible for the tax consequences with respect to all amounts payable under this Release Agreement, and in no event shall Employer have any responsibility or liability if this Release Agreement does not meet any applicable requirements of Section 409A.

Code Section 409A from Severance Plan

The Compensation and Management Resources Committee of the Board of Directors (the "Compensation Committee") of American International Group, Inc., a Delaware corporation (the "Company"), has adopted this American International Group, Inc. 2012 Executive Severance Plan (the "Plan"), first effective as of December 4, 2012 (the "Effective Date"), amended as of December 19, 2013, September 9, 2014, October 1, 2015 and July 1, 2016. Terms not defined herein have the meanings provided in the Glossary of Terms.

Code Section 409A. Payments under the Plan are intended to satisfy the "short-term deferral exception" under section 409A of the Code ("Code section 409A"). The Plan Administrator (as defined in Section VII.A) will have full authority to give effect to the intent of this Section VI.G. -7-

Code Section 409A from Employment Agreement

This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of November 1, 2014 (the "Effective Date"), is made by and between Neurotrope BioScience, Inc., a Delaware corporation (the "Company"), and Dr. Warren Wasiewski ("Executive"). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:

Code Section 409A. To the extent applicable, it is intended that this Agreement and any payment made hereunder shall be exempt from or comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Code Section 409A"). Any provision that would cause the Agreement or any payment hereof to fail to be exempt from or satisfy Code Section 409A shall have no force or effect until amended to comply with Code Section 409A. Without limiting the generality of the foregoing, for all purposes under this Agreement, reference to Executive's "termination of employment" (and corollary terms) with the Company shall be construed to refer to Executive's "separation from service" (as determined under Treasury Regulation Section 1.409A-1(h), as uniformly applied by the Company) with the Company. In the event that Executive is, at the Date of Termination, a "specified employee" within the meaning of Code Section 409A and any related regulations, no amount which is nonqualified deferred compensation subject to such Code Section 409A and regulations shall be paid to Executive prior to the date which is six (6) months after Executive's separation from service. If the payments are delayed as a result of the previous sentence, than on the first business day following the end of such six (6) month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution), the Company shall pay Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period.

Code Section 409A

Code Section 409A. The Plan is intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Employee, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. If any of the payments under this Agreement are subject to Code Section 409A and the Company determines that the Employee is a "specified employee" under Code Section 409A at the time of the Employee's separation from service, then each such payment will not be made or commence until the date which is the first day of the seventh month after the Employee's separation from service, and any payments that otherwise would have been paid during the first six months after the Employee's separation from service will be paid in a lump sum on the first day of the seventh month after the Employee's separation from service or upon the Employee's death, if earlier. Such deferral will be effected only to the extent required to avoid adverse tax treatment to the Employee, including (without limitation) the additional twenty percent (20%) federal tax for which the Employee would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral.

Code Section 409A

Code Section 409A. The Plan is intended to comply with, or otherwise be exempt from, Code Section 409A. The Plan shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of the Plan be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the consent of the Employee, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. If any of the payments under this Agreement are subject to Code Section 409A and the Company determines that the Employee is a "specified employee" under Code Section 409A at the time of the Employee's separation from service, then each such payment will not be made or commence until the date which is the first day of the seventh month after the Employee's separation from service, and any payments that otherwise would have been paid during the first six months after the Employee's separation from service will be paid in a lump sum on the first day of the seventh month after the Employee's separation from service or upon the Employee's death, if earlier. Such deferral will be effected only to the extent required to avoid adverse tax treatment to the Employee, including (without limitation) the additional twenty percent (20%) federal tax for which the Employee would otherwise be liable under Code Section 409A(a)(l)(B) in the absence of such deferral.

Code Section 409A from Restricted Stock Units Agreement

THIS RESTRICTED STOCK UNITS AGREEMENT (Agreement) is dated this 12th day of July, 2010 (the Grant Date), between Rural/Metro Corporation, a Delaware corporation (the Company), and Michael P. DiMino (the Grantee).

Code Section 409A. To the extent that the RSUs are a Section 409A Award, the Company and the Grantee intend that this Agreement and the RSUs shall comply with the requirements of Code Section 409A and any related regulations or other guidance promulgated with respect to such section by the U.S. Department of the Treasury or the Internal Revenue Service. Therefore, the Company shall not make any changes or adjustments to this Agreement or the RSUs that is not in accordance with the requirements of Code Section 409A without the express written consent of the Grantee. If the RSUs are not a Section 409A Award then, notwithstanding any other provision in the Plan, the Company shall take no action that causes this Agreement or the RSUs to become a Section 409A Award without the express written consent of the Grantee.