Example ContractsClausescode code [sectionaVariants
Remove:

The Parties agree that this Agreement and the benefits and rights to which Employee could become entitled under this Agreement are intended to be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other guidance issued thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner consistent with this intent and the requirements for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A.

General. The Partiesparties hereto acknowledge and agree that this Agreement and the benefits and rights to which Employee could become entitled under this Agreement are intended to be exempt from or,that, to the extent applicable, comply withthis Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury Regulationsregulations and other interpretive guidance issued thereunder (collectively, “Codethereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Employee under Section 409A”),409A, the Company reserves the right (without any obligation to do so or to indemnify the Employee for failure to do so) to # adopt such amendments to this Agreement and all provisionsappropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company or # take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from [Section 409A] or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted,interpreted or construed and administered in a manner consistent with this intent and the requirementsto transfer any liability for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failingfailure to comply with Codethe requirements of Section 409A. 409A from the Employee or any other individual to the Company or any of its affiliates, employees or agents.

The Partiesparties acknowledge and agree that this Agreement and the benefits and rights to which Employee could become entitled under this Agreement are intended to be exempt from or,that, to the extent applicable, complythis Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and theDepartment of Treasury Regulationsregulations and other interpretive guidance issued thereunder (collectively, “Code Section 409A”), and all provisionsthereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof. Notwithstanding any provision of this Agreement shallto the contrary, in the event that the Employer determines that any amounts payable hereunder will be interpreted, construed and administered in a manner consistent with this intent andimmediately taxable to the requirements for avoiding taxes or penaltiesEmployee under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee409A of the CompanyCode and all membersrelated Department of Treasury guidance, the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h),Employer may # adopt such amendments to terminate employment under this Agreement and receive Severance Pay. Further, for purposesappropriate policies and procedures, including amendments and policies with retroactive effect, that the Employer determines necessary or appropriate to preserve the intended tax treatment of Code Section 409A, any installment payments orthe benefits provided underby this Agreement shall be treatedand/or # take such other actions as separate payments. If Employeethe Employer determines necessary or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failingappropriate to comply with the requirements of Section 409A of the Code Section 409A. and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive materials as may be issued after the date hereof.

The Partiesparties hereby acknowledge and agree that this Agreement andall benefits or payments provided by the benefits and rightsCompany to which Employee could become entitled underpursuant to this Agreement are intended either to be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),Code, or to be in compliance with Section 409A, and the Treasury RegulationsAgreement shall be interpreted to the greatest extent possible to be so exempt or in compliance and to incorporate the terms and conditions required by [Section 409A]. If there is an ambiguity in the language of the Agreement, or if [Section 409A] guidance indicates that a change to the Agreement is required or desirable to achieve exemption or compliance with Section 409A, notwithstanding any provision of this Agreement to the contrary, the Company reserves the right (without any obligation to do so or to indemnify Employee for failure to do so) to # adopt such amendments to this Agreement and or adopt such other guidance issued thereunder (collectively, “Codepolicies and procedures, including amendments, policies and procedures with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or # take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from [Section 409A] or to comply with the requirements of Section 409A”),409A and all provisionsthereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted,interpreted or construed and administered in a manner consistent with this intent and the requirementsto transfer any liability for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failingfailure to comply with Codethe requirements of Section 409A. 409A from the Employee or any other individual to the Company or any of its affiliates, employees or agents.

[Section 409A]. The Parties agreeparties intend that this Agreement and the benefits and rights to which Employee could become entitled under this Agreementany amounts payable hereunder comply with or are intended to be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code(“[Section 409A]), (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the Treasury Regulationsexceptions under subparagraph # and [subparagraph (v)(D)]) and other guidance issued thereunder (collectively, “Code Section 409A”)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 provisions ofremaining payments due Employee pursuant to this Agreement shall be interpreted, construed and administered in a manner consistent with this intent and the requirements for avoiding taxes or penalties under Code Section 409A.paid as otherwise provided herein. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee[Section 409A], each of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company aspayments that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits providedmay be made under this Agreement shall be treateddeemed 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 separate payments. If Employee orotherwise permitted by [Section 409A], # the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreementreimbursement or in-kind benefits is not exempt from Code Section 409A and does not comply with Code Section 409A, Employeesubject to liquidation or exchange for another benefit, # the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the termsamount of such arrangement such that it complies (with the most limited possible economic effect on Employeeexpenses eligible for reimbursement, or the Company). In addition, the Companyin-kind benefits, provided during any taxable year shall not takeaffect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any actionother 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 would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action maydoes not result in the imposition of additional taxes, penalties or interest under Section 409A. The Company and the additional tax;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 # Employee subsequently requests the action in a writing that acknowledges that Employee shall be solely responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company beand liable for any additional tax, interest, orthe 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 Code Section 409A409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any damages for failing to comply with Code Section 409A. beneficiary) harmless from any or all of such taxes, penalties or interest.

The Parties agree that thisThis Agreement and the benefits and rights to which Employee could become entitled under this Agreement areis intended to be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (as amplified by any regulations promulgated thereunder (the “Treasury Regulations”) or other Internal Revenue Service or U.S. Treasury Department guidance), and the Treasury Regulations and other guidance issued thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administeredinterpreted in a manner consistentaccordance with this intent andsuch intent. If either the Company or Employee reasonably determine that the Agreement does not meet the requirements for avoiding taxes or penalties underof Code Section 409A. For purposes of this Agreement, phrases similar409A and that the Agreement may be amended or modified to “terminate employment” meanmeet the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposesrequirements of Code Section 409A, any installment payments or benefits provided under thisthe Agreement shall be treated as separate payments. If Employeeamended or modified in order to meet the Company believes, at any time,requirements of Code Section 409A; provided, that any benefitsuch amendment or rightmodification shall be subject to whichthe mutual agreement of Employee could become entitled under this Agreementand the Company. Moreover, if, upon Employee’s separation from service, Employee is not exempt fromthen a “specified employee” (as defined in Section 409A of the Code), then only to the extent necessary to comply with Code Section 409A and does not comply withavoid imposition of taxes under Code Section 409A, Employee or the Company shall promptly advisewill defer payment of certain of the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefitamounts owed to Employee under this Agreement until the earlier of Employee’s death or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the impositionfirst business day of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A. seventh month following Employee’s separation from service.

The Parties agree[Section 409A]. This Agreement shall be interpreted and administered in a manner so that this Agreement and the benefits and rights to which Employee could become entitled under this Agreement are intended toany amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or, toor compliant with the extent applicable, comply withrequirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code1986 (“the Code), and theapplicable Internal Revenue Service guidance and Treasury Regulations and other guidance issued thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner consistent with this intent andthereunder. Nevertheless, the requirements for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employeetax treatment of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employeewarranted or guaranteed. Neither the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employeenor its directors, officers, employees or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employeeadvisers shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company beheld liable for any additional tax,taxes, interest, penalties or penalties that may be imposed onother monetary amounts owed by Employee under Codeas a result of the application of Section 409A or any damages for failing to comply with Code Section 409A. of the Code.

The Parties agree thatNotwithstanding any provision to the contrary, to the maximum extent permitted, all provisions of this Agreement shall be construed, interpreted and the benefits and rights to which Employee could become entitled under this Agreement are intendedadministered to be exempt from or, to the extent applicable, complyin compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations and other guidance issued thereunder (collectively, “Code(“Code Section 409A”), and all provisions of this Agreement. If necessary, any provision shall be interpreted, construedheld null and administeredvoid to the extent such provision (or part thereof) fails to comply with Code Section 409A or final regulations thereunder. Specifically, the terms “termination” and “termination of employment” shall be applied in a manner consistent with this intentthe definition of “separation from service” within the meaning of Code Section 409A. A right of any System Company, if any, to offset or otherwise reduce any sums that may be due or become payable by a System Company to you by any overpayment or indebtedness shall be subject to limitations imposed by Code Section 409A. Notwithstanding anything herein to the contrary: (i) if at the time of your termination of employment you are a “specified employee” as defined in Code Section 409A and the requirements for avoiding taxesdeferral of the commencement of any payments or penaltiesbenefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A. For409A, then a System Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the date that is six (6) months and one (1) day following your termination of employment (or the earliest date as is permitted under Code Section 409A); (ii) to the extent required in order to avoid accelerated or additional tax under Code Section 409A, you shall not be considered to have terminated employment for purposes of this Agreement, phrases similarAgreement and no payment shall be due to “terminate employment” mean the date Employee ceasesyou under this Agreement until you would be considered to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incurhave incurred a “separation from service” withfrom your Employer within the Company as that term is defined inmeaning of Code Section 409A(a)(2)(A)(i) of the409A; and in Treasury Regulation Section 1.409A-1(h),(iii) each amount to terminate employment underbe paid or benefit to be provided to you pursuant to this Agreement and receive Severance Pay. Further,that constitutes deferred compensation subject to Code Section 409A shall be construed as a separate identified payment for purposes of Code Section 409A,409A. Neither any installment paymentsSystem Company nor any of their respective employees or benefits provided under this Agreementrepresentatives shall have any liability to you with respect to taxes or penalties imposed in regard to Code Section 409A; you acknowledge that you shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall besolely responsible for any effect of the action undertaxes or penalties imposed in regard to Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failing to comply with Code Section 409A.

SEVENTH: The Parties agree that this Agreementpayments and the benefits and rights to which Employee could become entitled under this Agreement are intended to comply with or be exempt from or, to the extent applicable, comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),amended, and the Treasury Regulations and other guidance issuedregulations promulgated thereunder (collectively, Code Section 409Athe “Code), and, to the extent it would not adversely affect the Company, the Company agrees to interpret, apply, and all provisions ofadminister this Agreement shallin the least restrictive manner to comply with or be interpreted, construed and administeredexempt from such requirements without resulting in a manner consistent with this intent andany diminution in the requirements for avoiding taxes or penalties under Code Section 409A. For purposesvalue of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not comply with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any action that would expose any payment or benefit to Employee under this Agreement or under any plan, arrangement or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A.Employee. In no event whatsoever willshall the Company be liable for any additional tax, interest,interest or penaltiespenalty that may be imposed on Employee underby Code Section 409A or any damages for failing to comply with Code Section 409A.

The Parties agreeTo the extent applicable, it is intended that this Agreement and the benefits and rights to which Employee could become entitled under this Agreement are intended to be exempt from or, to the extent applicable,any payment made hereunder shall comply with Sectionthe requirements of section 409A of the Code or any exemption or exclusion therefrom, and any related regulations or other guidance promulgated with respect to such section by the Internal Revenue Service ("Code of 1986, as amended (the “Codesection 409A"), and the Treasury Regulations and other guidance issued thereunder (collectively, “Code Section 409A”), andshall in all provisions of this Agreement shallrespects be interpreted, construed and administered in a manner consistent with this intent and the requirements for avoiding taxes or penalties under Code Section 409A. For purposes of this Agreement, phrases similar to “terminate employment” mean the date Employee ceases to be an employee of the Company and all members of the Company’s “controlled group of corporations” as described in Treasury Regulation Section 1.409A-1(h)(3). Notwithstanding the preceding sentence, Employee must incur a “separation from service” with the Company as that term is defined in Code Section 409A(a)(2)(A)(i) of the and in Treasury Regulation Section 1.409A-1(h), to terminate employment under this Agreement and receive Severance Pay. Further, for purposes of Code Section 409A, any installment payments or benefits provided under this Agreement shall be treated as separate payments. If Employee or the Company believes, at any time, that any benefit or right to which Employee could become entitled under this Agreement is not exempt from Code Section 409A and does not complyaccordance with Code Section 409A, Employee or the Company shall promptly advise the other Party and shall negotiate reasonably and in good faith to amend the terms of such arrangement such that it complies (with the most limited possible economic effect on Employee or the Company). In addition, the Company shall not take any actionsection 409A. Any provision that would expose any payment or benefit to Employee undercause this Agreement or under any plan, arrangementpayment hereof to fail to satisfy Code section 409A shall have no force or other agreement to the additional tax imposed under Code Section 409A, unless # the Company is obligated to take the action under an agreement, plan or arrangement to which Employee is a party; # the Company advises Employee in writing that the action may result in the imposition of the additional tax; and # Employee subsequently requests the action in a writing that acknowledges that Employee shall be responsible for any effect of the action under Code Section 409A. In no event whatsoever will the Company be liable for any additional tax, interest, or penalties that may be imposed on Employee under Code Section 409A or any damages for failinguntil amended to comply with Code Sectionsection 409A in the least restrictive manner necessary and without any diminution in the value of the payments to the Employee, which amendment may be retroactive to the extent permitted by Code 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 Employee's termination of employment, such amount or benefit 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 description or definition of "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 section 409A-compliant "separation from service."

Load more...
Select clause to view document information.

Draft better contracts
faster with AllDrafts

AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.

And AllDrafts generates clean Word and PDF files from any draft.