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

Application of Internal Revenue Code Section 409A. (a) If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits and/or any other termination payments and benefits provided under this Agreement or otherwise (the “Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result of the payment of compensation upon his “separation from service”, the timing of the Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of the separation from service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above.

Application of Internal Revenue Code Section 409A. (a) If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits and/or any other termination payments and benefits provided under this Agreement or otherwise (the “Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation Separation from serviceService, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result of the payment of compensation upon his “separation Separation from service”Service, the timing of the Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of the separation Separation from service Service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRACOBRA or the Special Severance Payment, as applicable) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above.

Application of Internal Revenue Code Section 409A. Since each arrangement providing for cash payments (aexcept reimbursement of COBRA premiums) If the Company (orpursuant to Sections 6.3, if applicable6.4, the successor entity thereto) determines that the Severance Benefits and/or any other termination payments and benefits provided under this Agreement or otherwise 6.5 (the “Payments”) constitute constitutes a “nonqualified deferred compensationcompensation plan” under within the meaning of Section 409A(d) of the Internal Revenue Code Section 409A of 1986, as amended (togetherthe “Code”), with any state law of similar effect, “Section 409A”) and if the Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company (or any successor entity thereto upon his separation from servicethereto) within the meaning of Section 409A(a)(2)(B)(i) of the Code on the applicable date, then, then solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result 409A(a)(1) of the payment of compensation upon his “separation from service”Code, the timing of the Payments shall be delayed as follows: to occur on the earlier to occur of of: (i) the date that is six months and one day after the date of the Executive’s separation from service service, or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), and the Company (or the successor entity thereto, as applicable) shall (A) pay to the Executive a lump sum amount equal to the sum of the Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 7, and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth aboveherein.

Application of Internal Revenue Code Section 409A. (a) If the Company (or, if applicable, the successor entity thereto) determines that the Severance Benefits Separation Package and/or any other termination payments and benefits provided under this Agreement or otherwise (the “Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result of the payment of compensation upon his “separation from service”, the timing of the Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of the separation from service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 paragraph and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above.. Notwithstanding the foregoing, it is intended that each installment of the Payments provided under this Agreement is a separate “payment” for purposes of Section 409A and that the Payments are exempt from Section 409A under Treasury Regulation Section 1.409A-1(b)(4). This Agreement is intended to be interpreted to the greatest extent possible as providing for payments that are exempt from, or, if that is not possible, compliant with, the provisions of Section 409A.

Application of Internal Revenue Code Section 409A. (a) If the Company Partnership (or, if applicable, the successor entity thereto) determines that the Severance Benefits Separation Package and/or any other termination payments and benefits provided under this Agreement or otherwise (the “Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of similar effect, “Section 409A”) and Executive is a “specified employee” (as such term is defined in Section 409A(a)(2)(B)(i)) of the Company Partnership or any successor entity thereto upon his separation from service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A as a result of the payment of compensation upon his “separation from service”, the timing of the Payments shall be delayed as follows: on the earlier to occur of (i) the date that is six months and one day after the date of the separation from service or (ii) the date of Executive’s death (such earlier date, the “Delayed Initial Payment Date”), the Company Partnership (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Payments that Executive would otherwise have received through the Delayed Initial Payment Date (including reimbursement for any premiums paid by Executive for health insurance coverage under COBRA) if the commencement of the payment of the Payments had not been delayed pursuant to this Section 4.5 paragraph and (B) commence paying the balance of the Payments in accordance with the applicable payment schedules set forth above.. Notwithstanding the foregoing, it is intended that each installment of the Payments provided under this Agreement is a separate “payment” for purposes of Section 409A and that the Payments are exempt from Section 409A under Treasury Regulation Section 1.409A-1(b)(4). This Agreement is intended to be interpreted to the greatest extent possible as providing for payments that are exempt from, or, if that is not possible, compliant with, the provisions of Section 409A.