Application of Section 409a of the Code Clause Example from Business Contracts

Application of Section 409a of the Code. This Agreement is intended to be exempt from section 409A of the Code under the "short-term deferral" exception and to the extent this Agreement is subject to section 409A of the Code, it will in all respects be administered in accordance with section 409A of the Code. Any provision that would cause this Agreement to fail to satisfy section 409A of the Code shall have no force or effect until amended to comply with section 409A of the Code (which amendment may be retroactive to the extent permit...ted by section 409A of the Code and may be made by the Company without the consent of the Participant). Any reference in this Agreement to section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding the foregoing, if the Stock Units constitute "deferred compensation" under section 409A of the Code and the Stock Units become vested and settled upon the Participant's separation from service, payment with respect to the Stock Units shall be delayed for a period of six (6) months after the Participant's separation from service if the Participant is a "specified employee" as defined under section 409A of the Code and if required pursuant to section 409A of the Code. If payment is delayed, the Stock Units shall be settled and paid within thirty (30) days after the date that is six (6) months following the Participant's separation from service. Payments with respect to the Stock Units may only be paid in a manner and upon an event permitted by section 409A of the Code, and each payment shall be treated as a separate payment, and the right to a series of installment payments under the Stock Units shall be treated as a right to a series of separate payments. In no event shall the Participant, directly or indirectly, designate the calendar year of payment. View More