[Section 409A]. This Agreement is intended to satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].
[Section 409A]. This Agreement is intended to satisfycomply with Internal Revenue Code Section 409A and related U.S. Treasury regulations or pronouncements (“[Section 409A]”) and any ambiguous provision will be construed in a manner that is compliant with or exempt from the requirementsapplication of [Section 409A]. Any reference to an Executive’s termination of employment shall mean a cessation of the employment relationship between the Executive and the Company which constitutes a “separation from service” as determined in accordance with Section 409A of the Internal Revenue Code and related regulations. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his date of 1986, as amended (“[termination to be a “specified employee” within the meaning of that term under Section 409A]”) with respect to amounts, if any, subject thereto409A(a)(2)(B) of the Internal Revenue Code, then the payments and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any paymentbenefits under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries,Agreement that constitutes a “deferral of compensation”are subject to Section 409A and that if paid during the six (6) months beginning on the Termination Dateby reason of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paidmade or provided only upon a “separation(subject to the last sentence hereof) on the later of # the payment date set forth in this Agreement, or # the date that is the earliest of # the expiration of the six-month period measured from service” as defined in Treasury Regulation § 1.409A-1(h)the date of the Executive’s termination of employment or # the date of the Executive’s death, if applicable (the “Delay Period”). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].
[Section 409A]. ThisThe payments under [Section 9] of this Agreement are intended to comply with the requirements of section 409A of the Code. The remaining payments under this Agreement are intended to be exempt from the requirements of [sections 409A]; provided, however, if any payment is or becomes subject to the requirements of Code section 409A, the Agreement as it relates to such payment is intended to satisfycomply with the requirements of Sectionsection 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any paymentCode. For all purposes under this Agreement, or any plan or arrangementsection 409A of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), theCode, each payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemedtreated as a separate payment. Notwithstanding anything in the Agreement to the contrary, if, at the time of Executives termination of employment, Executive is a specified employee (within the meaning of section 409A of the Code), then to the extent any payment under this Agreement is determined by the Company to be a separatedeferred compensation subject to the requirements of section 409A of the Code payable upon separation from service, payment for purposes of [Section 409A]. such deferred compensation shall be suspended and not made until the first day of the month next following the end of the 6-month period following the Agreement End Date, or, if earlier, upon Executives death.
[8.11Code Section 409A]. This Agreement409A. It is intended to satisfythat any amounts payable under this Agreement and the requirementsCompany's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the payment of any interest or additional tax imposed under Code Section 409A. To the Internal Revenueextent any amount payable under this Agreement would trigger the additional tax imposed by Code of 1986, as amendedSection 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to avoid accelerated taxation and/or tax penalties under Code Section 409A and the rules and regulations thereunder (“[Section 409A]”) with respect to amounts,, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within(as defined under Section 409A) as of the meaningdate of [Section 409A] and as determinedhis “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company),Company to Executive during the payment willfirst six (6) month period following the date of a termination of employment hereunder that constitutes deferred compensation under Code Section 409A shall not be paid to Executive onuntil the earlier of # the expiration of the six (6) month anniversaryperiod measured from the date of Executive’s Termination Date or“separation from service” and # the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall be paid to Executive in a lump sum as soon as practicable following the expiration of such period (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. To the extent Executive would otherwise be entitledrequired in order to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date avoid accelerated taxation and/or death. Any paymenttax penalties under Section 409A, no amount or benefit duethat is payable upon a termination of employment that represents a “deferral of compensation” withinor services from the meaning of [Section 409A]Company shall be paid or provided only uponpayable unless such termination also meets the requirements of a “separation from service” as defined in Treasury Regulation § 1.409A-1(h).under Section 409A. Each paymentpayment, including each installment payment, made under this Agreement shall be deemed to bedesignated as a separate payment for purposes“separate payment” within the meaning of [Section 409A]. As such, and to the extent applicable and permissible under Section 409A, each such “separate payment” shall be made in a manner so as to satisfy [Section 409A] and Treasury Regulations promulgated thereunder, including the provisions which exempt certain compensation from [Section 409A], including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the applicable 2 ½ month period and [Section 1.409A-1(b)(9)(iii)])] regarding payments made only upon an involuntary separation from service. In addition, the parties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and operating such arrangements in compliance with Section 409A.
[Section 409A]. This Agreement is intended to satisfy the requirements of Section 409A of the Internal RevenueCode. The Company makes no representations regarding the tax implications of the compensation and benefits to be paid to Executive under this Agreement, including, without limit, under Section 409A of the Code and applicable guidance and regulations thereunder. It is the intention of 1986, as amended (“[the parties that payments and benefits under this Agreement be interpreted to be exempt from or in compliance with Section 409A]”) with respect409A and, accordingly, to amounts, if any, subject thereto andthe maximum extent permitted, this Agreement shall be interpreted and construed and shallto be performed byexempt from or in compliance with Section 409A. Notwithstanding anything herein to the parties consistentcontrary, if # at the time of Executive’s “separation from service” (as defined in Treas. Reg. [Section 1.409A-1(h)])]) with such intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutesother than as a “deferralresult of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax becausedeath, # Executive is a “specified employee” (within(as defined in Section 409A(a)(2)(B)(i)), # one or more of the meaningpayments or benefits received or to be received by Executive pursuant to this Agreement would constitute deferred compensation subject to Section 409A, and # the deferral of [Section 409A] andthe commencement of any such payments or benefits otherwise payable hereunder as a result of such separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code). Any payment deferred during such six-month period shall be paid in a lump sum on the day following such six-month period with interest at the applicable federal rate pursuant to Section 1274 of the Code. Any remaining payments or benefits shall be made as otherwise scheduled under this Agreement. Furthermore, to the extent 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, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner determined by the Company),Company that does not cause such an accelerated or additional tax. To the payment willextent any reimbursements or in-kind benefits due to Executive under this Agreement constitute deferred compensation under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other thanin a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to themanner consistent with Treas. Reg. [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall be paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h)3(i)(1)(iv)])]. Each payment made under this Agreement shall be deemed to bedesignated as a separate payment for purposes“separate payment” within the meaning of [Section 409A].
[Section 409A]. This Agreement is intendedTo the extent required to satisfyavoid the requirementsimposition of additional taxes and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. To the extent Executive would otherwise be entitled to any paymentCode, amounts payable under this Agreement, orAgreement on account of any plan or arrangement of the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A] shall only be paid or provided only uponif Executive experiences a “separation from service” as defined in Treasury Regulation § 1.409A-1(h)Section 409A of the Code and the regulatory and other guidance issued thereunder (“[Section 409A]”). Each payment madeFurthermore, to the extent that Executive is a “specified employee” within the meaning of the [Section 409A] as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation under this AgreementSection 409A which is payable on account of Executive’s separation from service shall be deemedpaid to Executive before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. In addition, to the extent that any payments made pursuant to this Section 7 constitute deferred compensation under Section 409A, each payment will be considered one of a series of separate payment for purposes of [Section 409A]. payments.
[Compliance With Code Section 409A]. This409A. Notwithstanding anything herein to the contrary, this Agreement is intended to satisfybe interpreted and operated so that the payment of the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Internal Revenue Code or shall comply with the requirements of 1986, as amended (“[Section 409A]”)such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to amounts, if any, subject thereto and shallany taxes, penalties or interest which may be interpreted and construed and shall be performed byimposed upon the parties consistent with such intent.Executive pursuant to Section 409A. To the extent Executive would otherwise be entitledthat any amount payable pursuant to any payment under this Agreement,[Subsections 4(b), 4(d)(i), 4(d)(iii) or any plan or arrangement of the Company or its Affiliates or Subsidiaries, that4(f)])] constitutes a “deferral of compensation” subject to Section 409A and that(a “[[Unknown Identifier]] Payment”), then, if paid during the six (6) months beginning on the Termination Datedate of the Executive’s employment would be subject to“separation from service,” as such term is defined in Treas. Reg. [Section 1.409A-1(h)(1)])], from the [Section 409A] additional tax becauseCompany (his “Separation from Service”), the Executive is a “specified employee” (within the meaning ofemployee,” as such term is defined in Treas. Reg. [Section 409A] and1.409-1(i)])], as determined from time to time by the Company),Company, then such [[Unknown Identifier]] Payment shall not be made to the payment will be paid to Executive onearlier than the earlier of the# six (6) month anniversarymonths after the Executive’s Separation from Service; or # the date of Executive’s Termination Date or death. To the extent ExecutiveThe [[Unknown Identifier]] Payments under this Agreement that would otherwise be entitled to any benefit (other than a payment)made during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that represents a “deferral of compensation” within the meaning of [Section 409A]such period shall be aggregated and paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. one lump sum,
[Section 409A]. This AgreementTo the extent applicable, it is intended to satisfythat this Agreement comply with the requirementsprovisions of Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) of the Code. This Agreement will be administered and interpreted in a manner consistent with respectthis intent, and any provision that would cause this Agreement to amounts, if any, subject theretofail to satisfy [Section 409A] will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by [Section 409A]). Notwithstanding anything 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 interpreted and construed and shall be performed bydue to the parties consistent with such intent. To the extent Executive would otherwise be entitled to any paymentEmployee under this Agreement, or any plan or arrangement ofAgreement which are payable upon the Company or its Affiliates or Subsidiaries, that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’Employee’s employment would be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that representsunless the Employee would be considered to have incurred a “deferral of compensation”“separation from service” from the Company within the meaning 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 Agreement during the six-month period immediately following the Employee’s termination of employment shall instead be paid or provided onlyon the first business day after the date that is six months following the Employee’s termination of employment (or upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h)the Employee’s death, if earlier). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A].
[Section 409A]. This Agreement23.2Section 409A of the Code. It is intended to satisfythat the requirementsprovisions of this Agreement are either exempt from or comply with the terms and conditions of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and to the extent that the requirements of 1986, as amended (“[Code Section 409A]”) with respect to amounts, if any, subject thereto and409A are applicable thereto, all provisions of this Agreement shall be interpreted and construed and shall be performed by the partiesin a manner consistent with such intent. To the extent Executive would otherwise be entitledrequirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, the Companies shall have no liability with regard to any paymentfailure to comply with Code Section 409A. If under this Agreement, an amount is to be paid in two or any plan or arrangementmore installments, for purposes of the Company or its Affiliates or Subsidiaries, that constitutesCode Section 409A, each installment shall be treated as a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment would be subjectseparate payment. Notwithstanding anything herein to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paidcontrary, except to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitledany expense, reimbursement or in-kind benefit provided pursuant to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit due upon a termination of employment that representsthis Section does not constitute a “deferral of compensation” within the meaning of [Section 409A]Code Section 409A and the regulations and other guidance thereunder: # the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; # the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; and # the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. In no event shall the Executive, directly or indirectly, designate the calendar year of payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean Separation from Service. If a payment obligation under this Agreement arises on account of Executive’s separation from service while Executive is a “specified employee” (as defined under Code Section 409A and determined in good faith by the Companies), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A- 1(b)(3) through (b)(12)) that is scheduled to be paid within six (6) months after such separation from service shall be paid or provided only upon a “separationwithin five (5) business days after the end of the six-month period beginning on the date of such separation from service” as defined in Treasury Regulation § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of [Section 409A]. service or, if earlier, within five (5) business days after the Executive’s death.
[Section 409A]. ThisAll payments made pursuant to this Agreement is intendedshall be subject to satisfywithholding of applicable federal, state and local income and employment taxes. In addition, this Agreement has been drafted with the requirements ofintent that it be compliant with Section 409A of the Internal Revenue Code of 1986, as amended (“[Section 409A]”) with respect to amounts, if any, subject theretoCode, and the parties agree that it shall be interpreted and construed and shall be performed byto the partiesmaximum extent possible consistent with suchthat intent. To the extent Executive would otherwise be entitled to any payment under this Agreement, or any plan or arrangementNo amount of the Company or its Affiliates or Subsidiaries,deferred compensation that constitutes a “deferral of compensation”is subject to Section 409A and that if paid during the six (6) months beginning on the Termination Date of Executive’s employment wouldshall be subject to the [Section 409A] additional tax because Executive is a “specified employee” (within the meaning of [Section 409A] and as determined by the Company), the payment will be paid to Executive on the earlier of the six (6) month anniversary of Executive’s Termination Date or death. To the extent Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of Executive’s employment that would be subject to the [Section 409A] additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of Executive’s Termination Date or death. Any payment or benefit duepayable upon a termination of employment unless such termination constitutes a “separation from service” under Section 409A. To the extent that representsreimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation: # all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred, # any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and # no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. For purposes of [Section 409A], the right to receive installment payments pursuant to this Agreement shall be treated as a “deferralright to receive a series of compensation”separate and distinct payments, and whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of Company. If Executive is a specified employee within the meaning of [Section 409A] shall, to the extent required to comply with Section 409A, payment of deferred compensation may not be made before the date that is 6 months after the Executive’s separation from service; any payments of deferred compensation that would otherwise have been payable during such six month period will be suspended and paid or provided only upon a “separation from service” as defined in Treasury Regulation § 1.409A-1(h). Eachon the first payment madedate following the expiration of the 6 month period. If any payment under this Agreement gives rise, directly or indirectly, to liability for a penalty tax under Code Section 409A or an excise tax under [Section 4999] (and/or any penalties and/or interest with respect to such penalty tax or excise tax), Executive shall be deemed to be a separate payment for purposesbear the cost of [Section 409A]. any and all such penalties, taxes and interest.
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