Common use of Compliance with IRC Section 409A Clause in Contracts

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason The Company shall consult with Executive in good faith regarding the implementation of the prior sentence provisions of this Section 11(g); provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up Executive with respect to the original payment schedulethereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 5.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the ExecutiveParticipant’s termination of employment with the Company Executive and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executivethe Participant) until the date that is six months following Executivethe Participant’s termination of employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following Executive’s Employee's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 5.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 5.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if if, at the time of the Executive’s 's termination of employment with the Company Company, Executive is a “"specified employee” " as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s 's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax) ); and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the ExecutiveEmployee’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the ExecutiveEmployee’s termination of employment with the Company Executive CECO Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company CECO will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company CECO (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possiblepossible without any additional liability for CECO, in a manner, determined by the BoardCompensation Committee of CECO, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following Executive’s termination of employment Employee's separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 5.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) This Section 4.2 only applies if Employee is subject to taxes in the U.S. Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the ExecutiveParticipant’s termination of employment Employment with the Company Executive and its Affiliates the Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment Employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executivethe Participant) until the date that is six months following Executivethe Participant’s termination of employment Employment with the Company and its Affiliates (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCommittee, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason The Company shall use commercially reasonable efforts to implement the provisions of this Section 17 in good faith; provided that neither the Company, the Committee nor any of the prior sentence Company’s employees, directors or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up have any liability to the original payment scheduleParticipant with respect to this Section 17.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following ExecutiveEmployee’s termination of employment separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following Executive’s Employee's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Company, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax) Code), and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardBoard of Directors of the Company, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason The Company shall consult with the Executive in good faith regarding the implementation of the prior sentence shall be paid out or provided in a single lump sum at the end provisions of such required delay period in order to catch up to the original payment schedulethis Section 9.9.

Compliance with IRC Section 409A. (a) This agreement is intended to comply with Section 409A and will be interpreted in a manner intended to comply with Section 409A, to the extent that the requirements of Section 409A are applicable thereto. Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive she is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s her termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if if, at the time of the Executive’s 's termination of employment with the Company Company, Executive is a “"specified employee” Executive" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s 's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax) ); and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer payments to which Executive would otherwise be entitled during the commencement first six months following Executive’s termination of the payment of any such payments or benefits hereunder employment shall be deferred and accumulated (without any reduction in such payments or benefits ultimately paid or provided to Executive) until for a period of six months from the date that is six months following Executive’s of termination of employment with and paid in a lump sum on the Company (or the earliest date as is permitted under Section 409A first day of the Code without any accelerated or additional taxseventh month following such termination of employment (or, if earlier, the date of the Executive’s death) and (ii) if any other payments of money or other benefits due to Executive hereunder could would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected does not to cause such an accelerated or additional tax. Any Furthermore, the Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly. Each payment or benefit delayed by reason in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment scheduleCode.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “CodeSection 409A”), ) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company Orbitz will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six months following Executive’s termination of employment Employee's separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardOrbitz, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason Orbitz shall consult with Employee in good faith regarding the implementation of the prior sentence provisions of this Section 4.2; provided that neither the Company nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order have any liability to catch up to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Company, Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with the requirements of Section 409A of the Code until the date first business day that is more than six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment In the event that payments under this Agreement are deferred pursuant to this Section 11(d) in order to prevent any accelerated tax or benefit delayed by reason additional tax under Section 409A of the prior sentence Code, then such payments shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.time specified under this

Compliance with IRC Section 409A. (a) This agreement is intended to comply with Section 409A and will be interpreted in a manner intended to comply with Section 409A, to the extent that the requirements of Section 409A are applicable thereto. Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company Executive he is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional tax409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment Each amount to be paid or benefit delayed by reason to be provided under this Agreement will be construed as a separate identified payment for purposes of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.Section 409A,

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the ExecutiveEmployee’s termination of employment with the Company Executive Employer the Employee is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company Employer will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executivethe Employee) until the date that is six months following Executivethe Employee’s termination of employment with the Company Employer (or the earliest date as is permitted under Section 409A of the Code without any accelerated or additional taxCode) and (ii) if any other payments of money or other benefits due to Executive the Employee hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason The Employer shall consult with the Employee in good faith regarding the implementation of the prior sentence provisions of this Section 12(g); provided that neither the Employer nor any of its employees or representatives shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up have any liability to the original payment scheduleEmployee with respect thereto.

Compliance with IRC Section 409A. (a) Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company the Executive is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code without Code) and any accelerated or additional tax) deferred payments shall be paid in a single lump sum as of that date and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possiblepossible without any additional liability for the Company, in a manner, determined by the BoardCompensation Committee of the Company, that is reasonably expected does not to cause such an accelerated or additional tax. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule.