409a compliance. This Agreement is intended to comply with or be exempt from Code §409A, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with or exempt from Code §409A. Notwithstanding any other provision to the contrary, a termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) upon or following a
... termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations and, for purposes of any such provision of this agreement, references to a "separation," "termination," "termination of employment or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. To the extent any reimbursements or in-kind benefits under this Agreement constitute non-qualified deferred compensation for purposes of Code §409A, (i) all such expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to such reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) 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 Code §409A, the Executive's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event shall any payment under this Agreement that constitutes non-qualified deferred compensation for purposes of Code §409A be subject to offset, counterclaim, or recoupment by any other amount unless otherwise permitted by Code §409A.
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409a compliance.
This (a) The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Employee under Section 409A or damages for failing to comply with
or exempt from ...Code §409A. Notwithstanding any other provision to the contrary, a Section 409A. (b) A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. 11 (c) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A: (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, Employee; (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, benefit; and (iii) 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. (d) For purposes of Code §409A, the Executive's Section 409A, Employee's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with
or exempt from... Code §409A. Notwithstanding any other provision to the contrary, a Section 409A. (b) A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. (c) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A: (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, Executive; (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, benefit; and (iii) 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. (d) For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In 11 (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with
or exempt from... Code §409A. Notwithstanding any other provision to the contrary, a Section 409A. (b) A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. 12 (c) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A: (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, Executive; (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, benefit; and (iii) 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. (d) For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with
or exempt from... Code §409A. Notwithstanding any other provision to the contrary, a Section 409A. (b) A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. 11 (c) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A: (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, Executive; (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, benefit; and (iii) 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. (d) For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company or its subsidiaries or affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with
or exempt from... Code §409A. Notwithstanding any other provision to the contrary, a Section 409A. (b) A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. (c) To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A: (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, Executive; (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, benefit; and (iii) 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. (d) For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In (e) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) Intent of Parties. The intent of the parties is that payments and benefits under this Agreement
is intended to comply with
or be exempt from Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance
therewith. In no event shall the Company Group or its affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to comply with
or ex...empt Section 409A. (b) Separation from Code §409A. Notwithstanding any other provision to the contrary, a Service. A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning (c) Reimbursement of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. Expenses. To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A, (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (iii) 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. (d) Installments. For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In 14 (e) Offset. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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409a compliance.
This (a) Intent of Parties. The intent of the parties is that payments and benefits under this Agreement
is intended to comply with or be exempt from
Code §409A, and Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted
consistent with such intent. In no event shall the Company Group or its affiliates be liable for any additional tax, interest or penalty that may be imposed on Executive under Section 409A or damages for failing to
be in compliance co...mply with or exempt Section 409A. (b) Separation from Code §409A. Notwithstanding any other provision to the contrary, a Service. A termination of employment with the Company shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of "deferred compensation" (as such term is defined in §409A) any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" from the Company within the meaning of Code §409A and Section 1.409A-1(h) of the Treasury Regulations 409A and, for purposes of any such provision of this agreement, Agreement, references to a "separation," "termination," "termination of employment employment" or like terms shall mean "separation from service." If the Executive is a specified employee within the meaning (c) Reimbursement of that term under Code §409A, then with regard to any payment that is considered non-qualified deferred compensation under Code §409A and payable on account of a separation from service, such payment shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of the Executive's death (the "Delay Period") to the extent required under Code §409A. Upon the expiration of the Delay Period, all payments delayed shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided for in accordance with the normal payment dates specified herein. Expenses. To the extent any that reimbursements or other in-kind benefits under this Agreement constitute non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A, Section 409A, (i) all such expenses or other reimbursements under this Agreement 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 by the Executive, (ii) any such right to such reimbursement or in kind in-kind benefits is shall not be subject to liquidation or exchange for another benefit, and (iii) 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. 14 (d) Installments. For purposes of Code §409A, the Section 409A, Executive's right to receive any installment payment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In (e) Offset. Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes non-qualified "nonqualified deferred compensation compensation" for purposes of Code §409A Section 409A be subject to offset, counterclaim, or recoupment offset by any other amount unless otherwise permitted by Code §409A. Section 409A.
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