[Section 409A]. The provisions regarding all payments to be made hereunder shall be interpreted in such a manner that all such payments either comply with Section 409A of the Code or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any Participant or any other person if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.
[Section 409A]. The provisions regarding all payments to be made hereunder shall be interpreted in such a manner that all such payments either comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to any ParticipantNon-Employee Director or any other person if any payments under any provisions of thisthe Director Compensation Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.
[All payments of “non-qualified deferred compensation” (within the meaning of Code Section 409A]. The provisions regarding all payments409A) under this Plan, whether or not expressly designated as such, are intended to be made hereundercomply with the requirements of Code Section 409A, and shall be interpreted in accordance therewith. Neither the Participant nor the Company may accelerate any such a manner that all such payments either complydeferred payment, except in compliance with Code Section 409A of the Code or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extentfor such events that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in order to comply with Section 409A of the Code and the payment of any such amountsinclude but may not be accelerated or delayed exceptlimited to the extent permitted by Section 409Aa termination of the Code. The Company makes no representation or warranty and shall have no liability to any Participant or any other person if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.Plan.
[Section 409A]. The provisions regarding all payments to beTo the extent applicable, it is intended that this Agreement and any payment made hereunder shall be interpreted in such a manner that all such payments either comply with Sectionthe requirements of section 409A of the Code or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subjectexemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such additional rules and requirements as specifiedsection by the Committee from timeInternal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to time in orderfail to satisfy Code section 409A shall have no force or effect until amended to comply with SectionCode section 409A in the least restrictive manner necessary and without any diminution in the value of the Code andpayments to the payment of any such amountsEmployee, which amendment may not be accelerated or delayed exceptretroactive to the extent permitted by SectionCode section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Code. The Company makes no representationEmployee's termination of employment, such amount or warranty and shall have no liabilitybenefit will not be payable or distributable to the Employee by reason of such circumstance unless # the circumstances giving rise to such termination of employment meet any Participantdescription or any other person if any payments under any provisionsdefinition of this Plan are determined to constitute deferred compensation under Section"separation from service" in Code section 409A or # the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.section 409A-compliant "separation from service."
[Section 409A]. The provisions regarding all payments to beTo the extent applicable, it is intended that this Agreement and any payment made hereunder shall be interpreted in such a manner that all such payments either comply with Sectionthe requirements of section 409A of the Code or are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subjectexemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such additional rules and requirements as specifiedsection by the Committee from timeInternal Revenue Service ("Code section 409A") and shall in all respects be administered in accordance with Code section 409A. Any provision that would cause this Agreement or any payment hereof to time in orderfail to satisfy Code section 409A shall have no force or effect until amended to comply with SectionCode section 409A in the least restrictive manner necessary and without any diminution in the value of the Code andpayments to the payment of any such amountsExecutive, which amendment may not be accelerated or delayed exceptretroactive to the extent permitted by SectionCode section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent that any amount or benefit that would constitute "nonqualified deferred compensation" under Code section 409A would otherwise be payable or distributable hereunder by reason of the Code. The Company makes no representationEmployee's termination of employment, such amount or warranty and shall have no liabilitybenefit will not be payable or distributable to the Executive by reason of such circumstance unless # the circumstances giving rise to such termination of employment meet any Participantdescription or any other person if any payments under any provisionsdefinition of this Plan are determined to constitute deferred compensation under Section"separation from service" in Code section 409A or # the payment or distribution of such amount or benefit would be exempt from the application of Code section 409A by reason of the short-term deferral exemption or otherwise. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.section 409A-compliant "separation from service."
[Section 409A]. The provisions regarding allPlan as well as payments and benefits under the Plan are intended to be made hereunder shall be interpreted in such a manner that all such payments eitherexempt from, or to the extent subject thereto, to comply with Section 409A of the Code Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or are exempt from the requirements oftax penalties under Section 409A of the Code as “short-term deferrals” as described in Section 409ACode, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Code. ToPlan and no payment shall be due to the extent thatParticipant under the Plan or any amounts payable hereunder are determinedAward until the Participant would be considered to constitute “nonqualified deferred compensation”have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirementsCode. Any payments described in the Plan that are due within the “short term deferral period” as specified by the Committee from time to timedefined in order to comply with Section 409A of the Code and the payment of any such amounts mayshall not be accelerated or delayed excepttreated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent permitted bythat any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or warranty and shall have no liability to any Participantall of the payments or any other person if any payments under any provisions ofbenefits described in this Plan are determined to constitute deferred compensation underwill be exempt from or comply with Section 409A of the Code that are subjectand makes no undertaking to the twenty percent (20%) additional tax underpreclude Section 409A of the Code.Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.
[Section 409A]. The provisions regarding allPlan as well as payments and benefits under the Plan are intended to be made hereunder shall be interpreted in such a manner that all such payments eitherexempt from, or to the extent subject thereto, to comply with Section 409A of the Code Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or are exempt from the requirements oftax penalties under Section 409A of the Code as “short-term deferrals” as described in Section 409ACode, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Code. ToPlan and no payment shall be due to the extent thatParticipant under the Plan or any amounts payable hereunder are determinedAward until the Participant would be considered to constitute “nonqualified deferred compensation”have incurred a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirementsCode. Any payments described in the Plan that are due within the “short term deferral period” as specified by the Committee from time to timedefined in order to comply with Section 409A of the Code and the payment of any such amounts mayshall not be accelerated or delayed excepttreated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent permitted bythat any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The Company makes no representation that any or warranty and shall have no liability to any Participantall of the payments or any other person if any payments under any provisions ofbenefits described in this Plan are determined to constitute deferred compensation underwill be exempt from or comply with Section 409A of the Code that are subjectand makes no undertaking to the twenty percent (20%) additional tax underpreclude Section 409A of the Code.Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.
[Code Section 409A. This Plan is drafted with the intent that all payments or benefits provided hereunder will be exempt from Code Section 409A to the maximum extent possible under the law, and the Plan shall be construed and operated as necessary to comply with such intent. For purposes of Code Section 409A, all payments under the Plan shall be deemed separate payments and shall not be aggregated with any other payment. This Plan shall be administered and interpreted to maximize the short-term deferral exemption to [Section 409A]. The provisions regarding all payments to be made hereunder shall be interpreted in such a mannerportion of any payment under this Plan that all such payments either comply with Section 409A ofis paid within the Code or are exempt from the requirements of Section 409A of the Code as “short-short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determined to constitute “nonqualified deferred compensation” withindeferral period (within the meaning of Code Section 409A) shall be treated as a short-term deferral. Any other portion of a payment that does not meet the short-term deferral requirement shall, to the maximum extent possible, be deemed to satisfy the exception from Code Section 409A for involuntary separation pay. A participant shall not, directly or indirectly, designate the taxable year of a payment made under this Plan. Notwithstanding anything to the contrary in this Plan, if any payment or benefit is deferred compensation subject to Section 409A, and solely to the extent required by [Section 409A], if a participant is a Key Employee, then any such payments shall be delayed by six (6) months and paid on the first business day of the Code,seventh month following the participant’s Separation from Service or, if earlier, his date of death, and the amount of such amountsaccumulated delayed payments shall be subject tocredited with interest during such additional rules and requirementssix-month period at a rate computed using 120% of the short-term applicable federal rate for a semi-annual compounding period under Code Section 1274(d), applicable for the month in which the participant’s Separation from Service occurs, provided that such interest rate shall not exceed 120% of the long-term applicable federal interest rate under Code Section 1274(d). The identification of a participant as specifieda Key Employee shall be made by the Committee from time to timeCompany in order to complyaccordance with Section[Section 1.7] of the Plan and sections 416(i) and 409A of the Code and the paymentregulations promulgated thereunder. Any provision of any such amounts may not be accelerated or delayed except to the extent permitted byPlan that is noncompliant with Code Section 409A shall be deemed to be amended to comply with Code Section 409A, or if it cannot be so amended, shall be void. The Employer does not guarantee or warrant the tax consequences of the Code. The Company makes no representation or warrantyPlan, and the participants shall have no liabilityin all cases be liable for any taxes due with respect to any Participant or any other person if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.Plan.
[Section 409A]. The provisions regarding all paymentsIt is intended that payment will be made no later than required to ensure that no amount paid or to be madepaid hereunder shall be interpreted in such a manner that all such payments either comply withsubject to the provisions of Section 409A409A(a)(1)(B) of the U.S. Internal Revenue Code orof 1986, as amended (the “Code”) and all payments are exempt fromintended to be eligible for the requirements of Section 409A of the Code as “short-short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder are determineddeferral exception to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shallor to otherwise be subject to such additional rules and requirements as specified by the Committee from time to time in order to complycompliant with Section 409A of the Code and the paymentguidance promulgated thereunder (“[Section 409A]”). Notwithstanding any other provision of this Plan, the Committee shall administer and interpret, and the Company shall operate, the Plan, and exercise all authority and discretion under the Plan, to satisfy the requirements for exemption from, or compliance with, [Section 409A] and any noncompliant provisions of this Plan will either be void or deemed amended to comply with Section 409A. Nothing in the Plan shall provide a basis for any person to take action against the Company or any Subsidiary or affiliate based on matters covered by [Section 409A], including the tax treatment of any such amounts may not be acceleratedaward, and neither the Company nor any of its Subsidiaries or delayed except to the extent permitted by Section 409A of the Code. The Company makes no representation or warranty andaffiliates shall under any circumstances have noany liability to any Participant or his estate or any other person ifparty for any paymentstaxes, penalties or interest due on amounts paid or payable under any provisions of this Plan are determined to constitute deferred compensationthe Plan, including taxes, penalties or interest imposed under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A of the Code.409A.
[Compliance with Code Section 409A]. The provisions regarding all payments409A. It is intended that any compensation, benefits or other remuneration which is provided pursuant to or in connection with the Plan which is considered to be made hereundernonqualified deferred compensation subject to Code Section 409A shall be interpretedprovided and paid in a manner, and at such time and in such form, including application of a manner that all such payments either complysix-month delay for specified employees in certain circumstances, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. Where an Award provides or may provide nonqualified deferred compensation subject to Code Section 409A, the Agreement will set forth the requirements under Code Section 409A and additionally no elective deferral of payment or settlement of the CodeAward shall be permitted unless the elective deferral provisions therefor are set out in the Agreement or are exempt fromin another written document authorized by the Committee in accordance with the requirements of Code Section 409A409A. Notwithstanding any provision of the CodePlan to the contrary, the Committee is authorized to amend any Award Agreement and to amend or declare void any election by a Participant as “short-term deferrals” as described in Section 409A of the Code. To the extent that any amounts payable hereunder aremay be determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, such amounts shall be subject to such additional rules and requirements as specified by the Committee from time to time in orderbe necessary or appropriate to complyevidence or further evidence required compliance with Code Section 409A of the Code and the payment of any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code.409A. The Company makes no representation or warranty andCommittee, however, shall have no liability to any Participantresponsibility or any other personliability if any payments under any provisions of this Plan are determined to constitute deferred compensation under Section 409A of the Code that areAward is subject to the twenty percent (20%) additional taxadverse taxation under Code Section 409A of the Code.409A.
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