[Section 409A]. The parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.
[Compliance with Section 409A].409A. The intent of the parties intendis that payments and benefits under this Agreement comply with, or be exempt from, [Section 409A] and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment or installment in a series of payments under this Agreement shall be treated as a separate payment of compensation. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A to the extent necessary to avoid the imposition of penalty taxes on you pursuant to Section 409A. In no event may you, directly or indirectly, designate the calendar year of any amounts payable hereunderpayment under this Agreement, and to the extent required by [Section 409A], any payment that may be paid in more than one taxable year (depending on the time that you execute this Agreement) shall be paid in the later taxable year. In no event shall be liable for any additional tax, interest or penalty that may be imposed on you by [Section 409A] or otherwise or for damages for failing to comply with Section 409A. If , on the advice of counsel, reasonably believes that this Agreement, or any benefit hereunder, is subject to and does not comply with the requirements of Section 409A, the parties shall cooperate in good faith to take such steps as are exempt from Section 409Areasonably necessary and appropriate, including amending this Agreement, to avoid the imposition of the Internal Revenue Code of 1986, as amended (“[Sectiona [Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement penalty while maintaining to the contrary, ifmaximum extent possible, the Employee iseconomic benefits provided to you in this Agreement. If you are deemed on your Termination Date to be a “specified employee” within the meaning of [Section 409A], then with regard to any amountspayment or the provision of any benefit that is considered “nonqualified deferred compensation” under this Agreement that are “deferred compensation” withinSection 409A payable on account of a “separation from service,” to the meaning ofextent required by [Section 409A], such payment or benefit shall not be made beforeor provided on the date thatwhich is six (6) months after the dateearlier of the Termination of Employment, or if earlier, his date of death. On the first business day following# the expiration of the applicable [Section 409A] six (6)-month period measured from the date of your “separation from service,” and # the date of your death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments deferredand benefits delayed pursuant to the preceding sentencethis section shall be paid or reimbursed to the Employeeyou in a lump sum and all remaining payments and benefits due Employee pursuant to this Agreement(if any) shall be paid as otherwiseor provided herein. For purposesin accordance with the normal payment dates. With regard to any reimbursement of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses ofor in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits isshall not be subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, providedbenefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of theyour taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpretedoccurred and construed# any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.Agreement).
[Internal Revenue Code Section 409A].409A. The parties intend that any amounts payable hereunderto comply with or are exempt from Sectionthe requirements of section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including. All payments under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” includingthis Agreement are intended to either be exempt from or comply with the exceptionsrequirements of Section 409A. All payments made under subparagraph # and [subparagraph (v)(D)]) and other applicablethis Agreement shall be paid in accordance with the terms of this Agreement. The parties expressly understand that the provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement shall be construed and interpreted to avoid the contrary, ifimputation of any additional tax, penalty or interest under Section 409A and to preserve (to the Employeenearest extent reasonably possible) the intended benefits payable to you hereunder. If any payment or benefit provided to you in connection with your “separation from service” within the meaning of [Section 409A] is a “specified employee”determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your Retirement Date (the “Specified Employee Payment Date”). The aggregate of any amountspayments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Each payment under this Agreement shall be treated as a separate payment of compensation for purposes of [Section 409A]. Any reimbursements or in-kind benefits provided under this Agreement that are “deferred compensation” within the meaning of [Section 409A]subject to Section 409A shall not be made beforeor provided in accordance with the daterequirements of Section 409A, including, where applicable, the requirement that # any reimbursement is six (6) months afterfor expenses incurred during the dateperiod of time specified in the Agreement, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, # the reimbursement of an eligible expense will be made no later than the last day of the Termination of Employment, or if earlier, his date of death. On the first business daycalendar year following the expiration ofyear in which the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sumexpense is incurred, and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, #benefit. Notwithstanding anything in this Agreement to the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable yearcontrary, the Company shall not affectmake any deductions for money or property that you owe to the expenses eligibleCompany, offset or otherwise reduce any sums that may be due or become payable to or for reimbursement,the account of you with respect to any arrangements other than pursuant to the terms of this Agreement, from amounts that constitute deferred compensation for purposes of [Section 409A] and except as required by law. Your right to any deferred compensation, as defined under Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or in-kind benefitsgarnishment by creditors, to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition ofextent necessary to avoid additional taxes,tax, penalties and/or interest under Section 409A. The Company andNothing herein, including the Employee agree to negotiate in good faith to make amendments to this Agreement, asforegoing sentence, shall change the parties mutually agree are necessary Company’s rights and/or desirable to avoidremedies under the imposition of taxes, penalties Agreement and/or interest under Section 409A. Notwithstanding the foregoing,applicable law. In no event shall the Company does not guarantee any particular tax effect, and the Employee shallGroup be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may beany penalties, costs, damages, levies or taxes imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest underyou pursuant to Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.409A.
[Section 409A]. The Agreement shall be interpreted and operated to reflect the intent of the parties intend that any amounts payable hereunderall provisions of the Agreement shall comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“amended, and any regulations thereunder ("[Section 409A]”") (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). The Company Group shall not have any liability or obligation to you with respect to any taxes that may become payable by you pursuant to Section 409A. Notwithstanding any provision ofanything in this Agreement to the contrary, if the Employee isyou are a “specified employee” within the meaning"specified employee" for purposes of [Section 409A], and if payment of any amounts under this Agreement that are “deferred compensation” within the meaningis required to be delayed for a period of [Section 409A] shall not be made before the date that is six (6) months after the dateseparation from service pursuant to Section 409A, payment of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicablesuch amounts shall be delayed as required by [Section 409A] six (6) month period, all payments deferred pursuant to, and the preceding sentenceaccumulated amounts shall be paid to the Employee in a lump sum andpayment within 15 days after the end of the six-month period, or if earlier, upon your death. For all remaining payments due Employee pursuantpurposes under this Agreement, reference to this Agreementyour "termination of employment" (and corollary terms) with the Company shall be paid as otherwise provided herein. For purposes ofconstrued to refer to your "separation from service" (as defined by [Section 409A]), each of theand any right to installment payments that may be made under this Agreement shall be deemedtreated as a right to a series of separate payments. In the event that any payment under this Agreement may be paid in two calendar years, depending on the timing of execution of a separateRelease, such payment shall be made in the later calendar year. With regard to any provision herein that provides for purposesreimbursement of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses ofor in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits isshall not be subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year,year; and # such payments shall be made on or before the last day of theyour taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.
[Section 409A]. The parties intend that any amounts payable hereunder comply with orprovisions of this Agreement are intended either # to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“the short-term deferrals”) and (b)(9) (“deferral exception, the separation pay plans,” includingexception, or such other exceptions that may be available under Section 409A of the exceptions under subparagraphCode and applicable authority or guidance promulgated thereunder or # to comply with Section 409A of the Code, and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6).shall be administered in a manner consistent with such intent. Notwithstanding any provision of this Agreement to the contrary, ifto the extent Employee is considered a “specified employee” withinspecified employee under Section 409A of the meaningCode and would be entitled during the six (6) month period beginning on his date of [Section 409A], any amountstermination to a payment that is not otherwise excluded under this Agreement that are “deferred compensation” withinSection 409A of the meaning of [Section 409A] shallCode, such payment will not be made beforeto Employee until the date that isearlier of the six (6) months after the datemonth anniversary of the Termination of Employment, or if earlier, his date of termination or his death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be madepayment under this Agreement (including, but not limited to, those in Section 2(b)) shall be deemed to beconsidered a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.payment.
[Section 409A]. The parties intend that any amounts payable hereunderThis Agreement is intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,”, including the exceptions under subparagraph #thereto, and [subparagraph (v)(D)])shall be construed and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6).administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement to the contrary, if the Employee ismay only be made upon an event and in a “specified employee” within the meaning of [Section 409A], any amountsmanner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that are “deferred compensation” within the meaning ofmay be excluded from [Section 409A] either as separation pay due to an involuntary separation from service or as a short-term deferral shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicableexcluded from [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paidmaximum extent possible. Any payments to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement upon termination of employment shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shallonly be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interestupon “separation from service” under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect,makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Employee shallCompany be solely responsible and liable for the satisfactionall or any portion of allany taxes, penalties and interestpenalties, interest, or other expenses that you may be imposedincur on or for the account of the Employee in connectionnon-compliance with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.409A.
[Section 409A]. The parties intend that any amounts payable hereunder(a) General Compliance. This agreement is intended to comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“[or an exemption thereunder and shall be construed and administered in accordance with Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6).409A. Notwithstanding any other provision of this Agreementagreement, payments provided under this agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this agreement that may be excluded from [Section 409A] either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from [Section 409A] to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein.maximum extent possible. For purposes of [Section 409A], each installment payment provided under this agreement shall be treated as a separate payment. Any payments to be made under this agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be madeincurred by the Executive on account of non-compliance with Section 409A. (b) Specified Employees. Notwithstanding any other provision of this agreement, if any payment or benefit provided to the Executive in connection with his termination of employment is determined to constitute "nonqualified deferred compensation" within the meaning of [Section 409A] and the Executive is determined to be a "specified employee" as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the Termination Date or, if earlier, on the Executive's death (the "Specified Employee Payment Date"). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date shall be paid to the Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (c)Reimbursements. To the extent required by [Section 409A], each reimbursement or in-kind benefit provided under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. Toprovided in accordance with the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit,following: # the amount of expenses eligible for reimbursement, or in-kind benefits, providedbenefits provided, during any taxableeach calendar year shall notcannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, andcalendar year; # such paymentsany reimbursement of an eligible expense shall be madepaid to the Executive on or before the last day of the taxablecalendar year following the taxablecalendar year in which the expense was incurred. Thisincurred; and # any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. (d) Tax Gross-ups. Any tax gross-up payments provided under this Agreement shall be administered, interpreted and construed in a manner that does not result inpaid to the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposedExecutive on or for the accountbefore December 31 of the Employeecalendar year immediately following the calendar year in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neitherwhich the Company nor any of its affiliates shall have any obligation to indemnify or otherwise holdExecutive remits the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.related taxes.
[Section 409A]. The parties intend that any amounts payable hereunder comply with or areThis Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986,partially as amended (“[Section 409A]”) (includingproviding for short-term deferrals under Treasury Regulation §§§ 1.409A-(b)(4) and partially as an involuntary separation pay plan under Treasury Regulation § 1.409A-1(b)(4) (“short-term deferrals”)9), and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the contrary, if the Employee is a “specified employee” within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump suminterpreted and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].operated consistently with those intentions. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefitsfound to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendmentsapplicable to this Agreement, as the parties mutually agree are necessary or desirablethis Agreement is to avoid the imposition of taxes, penalties or interest underbe interpreted to comply with Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect,409A and the Employee shall be solely responsibleinterpreted and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the accountoperated consistently with those intentions, including but not limited to, any applicable six-month delay in payment if Executive is a specified employee of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.Corporation.
[Code Section 409A]. The parties intend that any amounts payable hereunder comply409A. For purposes of this Agreement, a termination of employment will be determined consistent with or are exemptthe rules relating to a “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amendedand the regulations thereunder (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding anything else provided herein, to the extent any provision ofpayments provided under this Agreement in connection with Participant’s termination of employment constitute deferred compensation subject to Section 409A, and Participant is deemed at the contrary, if the Employee istime of such termination of employment to be a “specified employee” under Section 409A, then such payment shall not be made or commence until the earlier of # the expiration of the six-month period measured from Participant’s separation from service from the Company or # the date of Participant’s death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to Participant including, without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this Agreement may be classified as a “short-term deferral” within the meaning of [Section 409A], any amountssuch payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from [Section 409A] under this Agreement that are “deferred compensation” within the meaninganother provision of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee. Payments pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of thesection are intended to constitute separate payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day1.409A-2(b)(2)])] of the taxable year following the taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.Treasury Regulations.
[Section 409A]. The parties intendTo the extent applicable, it is intended that any amounts payable hereunderthis Agreement comply with or are exempt fromthe provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”)of the Code. This Agreement will be administered and (b)(9) (“separation pay plans,” includinginterpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy [Section 409A] will have no force and effect until amended to comply therewith (which amendment may be retroactive to the exceptions under subparagraph # and [subparagraph (v)(D)]extent permitted by [Section 409A]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provisionanything contained herein to the contrary, the Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be due to the contrary, ifEmployee under this Agreement which are payable upon the Employee’s termination of employment unless the Employee iswould be considered to have incurred a “specified employee”“separation from service” from the Company within the meaning of [Section 409A], any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of [Section 409A], each of the payments that may be made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Employee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], #Agreement during the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the taxable yearsix-month period immediately following the taxable year in whichEmployee’s termination of employment shall instead be paid on the expense was incurred. This Agreement shall be administered, interpreted and construed in a mannerfirst business day after the date that does not result inis six months following the impositionEmployee’s termination of additional taxes, penalties or interest under Section 409A. The Company andemployment (or upon the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of the Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from any or all of such taxes, penalties or interest.Employee’s death, if earlier).
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