Common use of Compliance with Section 409A Clause in Contracts

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 shall 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) 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 does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefits. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.10; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any liability to the Executive with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination Termination of employment 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 Termination of employment Employment is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 Termination of employment Employment with the Company (or the earliest date as is permitted under Section 409A of the Code) 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 BoardBoard or any duly authorized committee thereof, that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1013(o); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s your termination of employment with the Company the Executive is Company, you are 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 Executiveyou) until the date that is six months following Executive’s your termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive you 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 does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive you in good faith regarding the implementation of the provisions of this Section 7.107; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive you with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of ExecutiveEmployee’s termination of employment with the Company the Executive Separation from Service, 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 Separation from Service is necessary in order to prevent any accelerated or additional tax under Section §409A of the Code, then the Company shall Tower will defer the commencement of the payment of any such payments amounts or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveEmployee) until the date that is six (6) months following Executiveand one (1) day after Employee’s termination of employment with the Company Separation from Service (or the earliest date as is permitted under Section §409A of the Code) 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, 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 BoardTower, that does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitstax. The Company shall consult with Executive in good faith regarding the implementation Employee will be considered to have terminated employment hereunder for purposes of receiving payments subject to §409A of the provisions Code only if such termination of this Section 7.10; provided that neither employment constitutes a “Separation from Service” within the Company nor any meaning of its officers§409A of the Code. “Specified Employee” means a key employee as defined in IRC §416(i) without regard to Paragraph 5 thereof. For purposes of determining whether an Employee is a Specified Employee hereunder, directors, shareholders, employees, agents or representatives such determination shall have any liability to be made as of the Executive with respect theretoDecember 31st preceding the date an Employee is due a payment hereunder.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company the TRU Group 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments payment 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 payment 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 BoardCEO (but subject to the reasonable consent of the Executive), that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(m); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(m) shall not apply to any payments or benefits due to Executive under the Equity Documents. [Signatures on next page.]

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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) 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 does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(o); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company the TRU Group 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments payment 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 payment 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 (but subject to the reasonable consent of the Executive), that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(m); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(m) shall not apply to any payments or benefits due to Executive under the Incentive Plans. [Signatures on next page.]

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of ExecutiveEmployee’s termination of employment with the Company the 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 shall 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 (6) months following ExecutiveEmployee’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) 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 Board, that does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive Employee of such payments or benefits. The Company shall consult with Executive Employee in good faith regarding the implementation of the provisions of this Section 7.10; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any liability to the Executive Employee with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company the TRU Group 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments payment 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 payment 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 BoardCEO (but subject to the reasonable consent of the Executive), that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(m); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(m) shall not apply to any payments or benefits due to Executive under the Equity Documents.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 shall 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 (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) 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 does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefits. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.10; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any liability to the Executive with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of ExecutiveEmployee’s termination of employment with the Company the 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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) 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 Board, that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive Employee in good faith regarding the implementation of the provisions of this Section 7.1017; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive Employee with respect thereto.

Compliance with Section 409A. This Agreement is intended to comply with Section 409A of the Code and will be interpreted accordingly. References under this Agreement to the Participant’s termination of employment shall be deemed to refer to the date upon which the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executivethe Participant’s termination of employment with the Company the Executive 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 shall 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 (or the earliest date as is permitted under Section 409A of the Code) 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 does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitstax. The Company shall consult with Executive the Participant in good faith regarding the implementation of the provisions of this Section 7.1018; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive Participant with respect to thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company the TRU Group 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments payment 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 payment 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 (but subject to the reasonable consent of the Executive), that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(n); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(n) shall not apply to any payments or benefits due to Executive under the Equity Documents. [Signatures on next page.]

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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) 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 does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(o); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto.. [Signature page follows]

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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) 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 does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(o); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s 's termination of employment with the Company the TRU Group 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 the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company shall 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 TRU Group (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments payment 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 payment 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 BoardCEO (but subject to the reasonable consent of the Executive), that does not cause such an accelerated or additional tax while, or result in an additional cost to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitsCompany. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.1012(m); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents employees or representatives shall have any liability to the Executive with respect thereto. Notwithstanding anything herein to the contrary, this Section 12(m) shall not apply to any payments or benefits due to Executive under the Equity Documents.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of ExecutiveEmployee’s termination of employment with the Company the 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 shall 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) 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 Board, that does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive Employee of such payments or benefits. The Company shall consult with Executive Employee in good faith regarding the implementation of the provisions of this Section 7.10; provided that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any liability to the Executive Employee with respect thereto.

Compliance with Section 409A. 16.1 The Company intends that this Agreement shall comply with Section 409A and shall be interpreted, operated and administered accordingly. 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 amended, and the regulations or Treasury guidance issued thereunder (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 Code, then the Company payments to which Executive would otherwise be entitled during the first six months following his termination of employment shall defer the commencement of the payment of any such payments or benefits hereunder be deferred and accumulated (without any reduction in such payments or benefits ultimately paid or provided to the 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) seventh 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 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 Board, that does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefitstax. The Company intends that this Agreement shall consult comply with Executive in good faith regarding the implementation of the provisions of this Section 7.10; provided that neither the Company nor any of its officers409A and shall be interpreted, directors, shareholders, employees, agents or representatives shall have any liability to the Executive with respect theretooperated and administered accordingly.

Compliance with Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of 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 shall 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) 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 does not cause such an accelerated or additional tax while, to the extent possible, preserving the overall economic benefit to the Executive of such payments or benefits. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 7.107 (k); provided that neither the Company nor any of its officers, directors, shareholders, employees, agents or representatives shall have any liability to the Executive with respect thereto.