Code Section 409a Contract Clauses (3,352)

Code Section 409a. (a) In General. This Agreement Agreement, and all payments made or to be made hereunder, is intended to meet the requirements of Section 409A of the Code, Internal Revenue Code of 1986, as amended (the "Code"), and shall be administered, interpreted and construed consistent with that intent. Each However, the Executive acknowledges that he bears the entire risk of any adverse federal and state tax consequences and penalty taxes in the event any payment provided hereunder, whether part of the... Severance Benefit or otherwise, pursuant to this Agreement is intended deemed to be a separate payment for purposes of subject to but not in compliance with Section 409A and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the Code, including Treasury Regulation 1.409A-2(b)(2). All payments corresponding provisions of any applicable State income taxation law. To the extent any nonqualified deferred compensation payment to the Executive could be paid in one or more of the Executive's taxable years depending upon the Executive completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Code Section 409A. 11 (b) Payments subject to Section 409A 409A. Notwithstanding any other provision of this Agreement, to be made upon a termination the extent that the right to any payment (including the provision of employment under this Agreement may only be made upon benefits) hereunder provides for the Executive's "separation from service" (within "deferral of compensation" within the meaning of Section 409A 409A(d)(1) of the Code) (a Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's Separation from Service (the "Separation Date"), and if an exemption from Service"). Notwithstanding anything to the contrary in this Agreement, six (6) month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no compensation such payment shall be made or benefits, including without limitation commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result end of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed Each payment hereunder is intended to constitute compensation to the Executive to which a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts 1.409A-2(b)(2). (ii) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. If the timing of any payment subject to Code Section 409A could occur in one or more tax years depending on the Executive's employment-related actions, then such payment will be made as soon as possible in the later tax year. View More

Code Section 409a. (a) This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments (b) Notwithstanding any other provision of nonqualified this Agreement, to the extent that the right to any payment... (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's Separation from Service (the "Separation Date"), then no payment of non-qualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation otherwise to be made as a result of the Executive's Separation from Service"). Notwithstanding anything to Service shall be made or commence during the contrary in this Agreement, no compensation or benefits, including without limitation period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date end of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result six-month period. (ii) Payments with respect to reimbursements of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments expenses or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. View More

Code Section 409a. (a) This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit a severance benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments 7 (b) Notwithstanding any other provision of nonqualified deferred compensation subject this Agreement,... to the extent that the right to any payment (including the provision of benefits) hereunder or under any other plan or agreement of the Corporation or any Corporation affiliate covering Executive, provides for the "deferral of compensation" within the meaning of Section 409A to 409A(d)(1) of the Code, the payment shall be made upon paid (or provided) in accordance with the following: (i) If the Executive is a termination "Specified Employee" within the meaning of employment under this Agreement may only be made upon Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's "separation Separation from service" Service (within the meaning of Section 409A of the Code) (a (the "Separation Date"), then no payment of non-qualified deferred compensation (within the meaning of Section 409A of the Code) otherwise to be made as a result of the Executive's Separation from Service"). Notwithstanding anything to Service shall be made or commence during the contrary in this Agreement, no compensation or benefits, including without limitation period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date end of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result six-month period. (ii) Payments with respect to reimbursements of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments expenses or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. View More

Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent provisions. If not so exempt, this Agreement (and any definitions hereunder) will... be construed in a manner that complies with Code Section 409A. 409A, and incorporates by reference all required definitions and payment terms. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent if delayed August 18, 2018 Page Seven commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such the timing of the payments shall not upon a Separation from Service will be provided delayed as follows: on the earlier to you prior to the earliest occur of (i) the first date following expiration of that is six months and one day after the six-month period following the effective date of your Separation from Service with the Company, Service, and (ii) the date of the your death or (iii) such (such earlier date as permitted under Code Section 409A without date, the imposition "Delayed Initial Payment Date"), the Company will (A) pay to you a lump sum amount equal to the sum of adverse taxation. Upon the first business day following payments upon Separation from Service that you would otherwise have received through the expiration Delayed Initial Payment Date if the commencement of such applicable Code Section 409A(a)(2)(B)(i) period, all the payments deferred had not been delayed pursuant to this Paragraph shall be paid paragraph, and (B) commence paying the balance of the payments in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable agreement. payment schedules set forth above. No interest shall will be due on any amounts so deferred. If the severance benefits are not covered by one or more exemptions from the application of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. View More

Code Section 409a. It is intended that all of the severance benefits and other payments and benefits payable under this Agreement agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and... any definitions hereunder) will be construed in a manner that complies with Section 409A. provisions. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement agreement (whether severance payments, reimbursements or otherwise) shall be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) (a) the first date following expiration of the six-month period following measured from the date of your Separation from Service with the Company, (ii) (b) the date of your death or (iii) (c) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If All in-kind benefits provided and expenses eligible for reimbursement under this agreement shall be provided by the severance benefits are not covered Company or incurred by one or more exemptions from you during the application time periods set forth in this agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar taxable year following the taxable year in which the termination occurs. expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. - 4 - 11. Parachute Payments. If any payment or benefit received or to be received by you pursuant to this letter agreement or any other plan, arrangement or agreement including, but not limited to, the acceleration of vesting of options (the "Total Payments") would constitute (in whole or in part) an "excess parachute payment" within the meaning of Section 280G(b) of the Code, then the Company shall use best efforts to obtain a shareholder vote to prevent such Total Payments from being treated as "excess parachute payments" within the meaning of Section 280G(b) of the Code. If that vote cannot be obtained, then the amount of the Total Payments shall be reduced until the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) using the applicable federal rate (determined under Section 1274(d)of the Code) of the Total Payments is such that no part of the Total Payments constitutes an "excess parachute payment" within the meaning of Section 280G(b) of the Code; provided, however, that such a reduction shall be made only to the extent that it is to the benefit of you by increasing the present value (determined pursuant to economic principles rather than Section 280G(d)(4)) of the after-tax Total Payments. View More

Code Section 409a. (a) It is intended that all of the severance benefits and other payments payable under this Agreement Amended and Restated Offer Letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement letter will be construed to the greatest extent possible as consistent with those provisions, provisions. (b) Any termination of your employment... triggering payment of benefits under Section 7 must constitute a "separation from service" under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the extent not so exempt, this Agreement (and Company at the time your employment terminates), any definitions hereunder) such payments under Section 7 that constitute deferred compensation under Code Section 409A will be construed in delayed until after the date of a manner that complies with subsequent event constituting a separation of service under Section 409A. 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For all purposes of clarification, this section will not cause any forfeiture of benefits on your part, but will only act as a delay until such time as a "separation from service" occurs. 6 (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement Amended and Restated Offer Letter (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, Amended and Restated Offer Letter, if you are deemed by the Company at the time of your Separation separation from Service service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation separation from Service service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall will not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following measured from the date of your Separation separation from Service service with the Company, (ii) the date of your death death, or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall paragraph will be paid in a lump sum to you, and any remaining payments due shall will be paid as otherwise provided herein or in the applicable agreement. No interest shall will be due on any amounts so deferred. If (d) Notwithstanding any other provision herein to the severance benefits are not covered by one or more exemptions from contrary, in the application event of any ambiguity in the terms of this Amended and Restated Offer Letter, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. (e) The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A; however, you acknowledge and agree that the consideration Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Amended and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. Restated Offer Letter, including but not limited to consequences related to Code Section 409A. View More

Code Section 409a. The Award is Payments made pursuant to this Agreement are intended to be exempt from or otherwise comply with the requirements provisions of Code Section 409A. 409A to the extent applicable. The Program and this Agreement shall be administered and interpreted in a manner consistent with this intent. If the Company determines that the Award is any payments under this Agreement are subject to Code Section 409A and this Agreement fails to comply with that section's requirements, the Company may,... at the Company's sole discretion, and without the Employee's consent, amend this Agreement to cause it to comply with Code Section 409A or otherwise be exempt from Code Section 409A. To the extent required to avoid accelerated taxation and/or tax penalties under Code Section 409A and applicable guidance issued thereunder, the Employee shall not be deemed to have had a Termination unless the Employee has incurred a "separation from service" as defined in Treasury Regulation §1.409A-1(h), and amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following the Employee's Termination (including retirement) shall instead be paid on the first business day after the date that is six months following the Employee's Termination (or upon the Employee's death, if earlier). For purposes of Code Section 409A, to the extent applicable: (a) all payments provided hereunder shall be treated as a right to a series of separate payments and each separately identified amount to which the Employee is entitled under this Agreement shall be treated as a separate payment; (b) except as otherwise provided in Section 13(a) of the Program, upon the lapse of Restrictions pursuant to Section 5 of this Agreement, any Units not previously settled on a Delivery Date shall be settled as soon as administratively possible after, and effective as of, the date of the Change in Control or the date of the Employee's Termination (as applicable); (c) the term "as soon as administratively possible" means a period of time that is within 60 days after the Termination, Disability or Change in Control (as applicable); and (d) the date of the Employee's Disability shall be determined by the Company in its sole discretion. Although this Agreement and the Benefits payments provided hereunder are intended to be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement or the Benefits payments provided hereunder will comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. None of the Company, its Subsidiaries, or their respective directors, officers, employees or advisers shall be liable to the Employee (or any other individual claiming a benefit through the Employee) for any tax, interest, or penalties the Employee may owe as a result of compensation paid under this Agreement, and the Company and its Subsidiaries shall have no obligation to indemnify or otherwise protect the Employee from the obligation to pay any taxes pursuant to Code Section 409A. View More

Code Section 409a. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a "separation from service" as defined in Section 409A of the Internal Revenue Code and the regulations thereunder ("Section 409A"). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your Participant's termination of employment constitute deferred compensation subject to Section 409A, and you are Participant is deemed at the time of such termination of employment to be a "specified employee" under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your Participant's separation from service from the Company or (ii) the date of your Participant's death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you Participant including, without limitation, the additional tax for which you Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a "short-term deferral" within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. View More

Code Section 409a. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a "separation from service" as defined in Section 409A of the Internal Revenue Code and the regulations thereunder ("Section 409A"). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your Participant's termination of employment constitute deferred compensation subject to Section 409A, and you are Participant is deemed at the time of such termination of employment to be a "specified employee" under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your Participant's separation from service from the Company or (ii) the date of your Participant's death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you Participant including, without limitation, the additional tax for which you Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a "short-term deferral" within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. View More

Code Section 409a. For purposes of this RSU Agreement, a termination of employment will be determined consistent with the rules relating to a "separation from service" as defined in Section 409A of the Internal Revenue Code and the regulations thereunder ("Section 409A"). Notwithstanding anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A, and you are deemed at the... time of such termination of employment to be a "specified employee" under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the six-month period measured from your separation from service from the Company or (ii) the date of your death following such a separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you including, without 4 limitation, the additional tax for which you would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the extent any payment under this RSU Agreement may be classified as a "short-term deferral" within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Regulations.19. Award Subject to Company Clawback or Recoupment. The RSUs shall be subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board as required by law during the term of your employment or other Service that is applicable to executive officers (to the extent required by applicable law), Employees, Directors or other service providers of the Company, and in addition to any other remedies available under such policy and applicable law may require the cancellation of your RSUs (whether vested or unvested) and the recoupment of any gains realized with respect to your RSUs. View More

Code Section 409a. Awards under the Plan are intended either to qualify for an exemption from Code Section 409A or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything in the Plan or any Award or agreement thereunder to the contrary, any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in Code Section 409A) that are otherwise payable by reason of a termination of... Continuous Service will not be settled, paid or provided until a Participant has undergone a "separation from service" (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if settled, paid or provided within six (6) months after a Participant's separation from service, then such settlement, payment or benefit shall not be settled, paid (or commence) or provided during the six-month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of the Participant's death. A Participant's right to receive any installment settlements or payments under the Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. To the extent that any Participant is entitled to any reimbursement of expenses or in-kind benefits that are includable in the Participant's federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. A Participant's right to reimbursement of expenses or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. View More

Code Section 409a. The Plan and all Awards under the Plan are intended either to qualify for an exemption from comply with, or be exempt from, Code Section 409A or to comply with the requirements thereof, and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be construed accordingly. Notwithstanding anything interpreted in a manner consistent therewith. In the Plan or any Award or agreement thereunder to event that a Participant is a "specified employee"... within the contrary, any payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in meaning of Code Section 409A) that are otherwise payable by reason of a termination of Continuous Service will not be paid or provided until a Participant has undergone a "separation from service" (as defined in Code Section 409A) 409A, and if a payment or benefit provided for in under the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after a such Participant's separation from service, service (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six-month six (6) month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any payment payments or benefits that would otherwise would have been made or provided during such six-month six (6) month period and that which would have incurred such additional tax under Code Section 409A shall instead be paid or provided to the Participant in a lump sum payment lump-sum, without interest, on the earlier of (i) the first business day of the seventh month following the month in which such Participant's separation from service occurs or (ii) the tenth business day following the termination of such six-month period or, Participant's death (but not earlier than if earlier, within ten days following the date of the Participant's death. such delay had not applied). A Participant's right to receive any installment payments under an Award Agreement, including without limitation as the Plan result of any deferral of an Award in accordance with Code Section 409A, shall be treated as a right to receive a series of separate payments and and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None Notwithstanding anything contained in the Plan or in an Award Agreement to the contrary, neither the Company, any member of the Company, its Affiliates Committee (in their capacity as such), any Subsidiary nor any Company Affiliate shall have any liability or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by obligation to any Participant as a result or any other Person for taxes, interest, penalties or fines (including without limitation any of the application foregoing resulting from the failure of any Award granted hereunder to comply with, or be exempt from, Code Section 409A). Any Award that is to be settled or paid upon a termination of employment or service and that constitutes "non-qualified deferred compensation" under Code Section 409A shall not be paid or settled unless such termination of employment or service constitutes a "separation from service" within the meaning of Code Section 409A. View More

Code Section 409a. The Plan and all Awards under the Plan are intended either to qualify for an exemption from comply with, or be exempt from, Code Section 409A or to comply with the requirements thereof, and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be construed accordingly. interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event any Award is subject to Code Section 409A, the Administrator... may, in its sole discretion and without a Participant's prior consent, amend the Plan or Awards, adopt policies and procedures, or take any other actions as deemed appropriate by the Administrator to (i) exempt the Plan or any Award or agreement thereunder to from the contrary, application of Code Section 409A, (ii) preserve the intended tax treatment of any payments or benefits due under the Plan or any such Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in (iii) comply with the requirements of Code Section 409A) 409A. In the event that are otherwise payable by reason of a termination of Continuous Service will not be paid or provided until a Participant has undergone is a "separation from service" (as defined in "specified employee" within the meaning of Code Section 409A) 409A, and if a payment or benefit provided for in under the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after a such Participant's separation from service, then such payment or benefit shall not be paid (or commence) during the six-month six (6) month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any payment payments or benefits that would otherwise would have been made or provided during such six-month six (6) month period and that which would have incurred such additional tax under Code Section 409A shall instead be paid or provided to the Participant in a lump sum payment lump-sum cash payment, without interest, on the earlier of (i) the first business day following the termination six (6) month anniversary of such six-month period or, if earlier, within ten days Participant's separation from service or (ii) the tenth business day following the date of the such Participant's death. A Participant's right Notwithstanding anything contained herein to receive the contrary, in no event shall the Company or any installment payments under Subsidiary have any liability or obligation to any Participant or any other person in the event that the Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under or any Award granted hereunder is not exempt from, or compliant with, Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. View More

Code Section 409a. The Award Agreement Option is intended to comply with, or be exempt from, from Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, 409A, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event the Award Agreement Option is subject to Code Section 409A, the Company may, in its sole discretion and without Participant's prior consent, amend the Plan and/or the... Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Company to (i) exempt the Plan and/or the Award Agreement Option from the application of Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement Option or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the contrary, in no event shall the Company or any Subsidiary have any liability or obligation to any Participant or any other person in the event that the Plan or the Award Agreement Option is not exempt from, or compliant with, Code Section 409A. View More

Code Section 409a. The Award This Agreement is intended to comply with, or be exempt from, from Code Section 409A and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event the Award Agreement Option is subject to Code Section 409A, the Company Committee may, in its sole discretion and without Participant's the Optionee's prior consent, amend the... Plan and/or the Award Option and this Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by the Company Committee to (i) exempt the Plan and/or the Award Agreement Option from the application of Code Section 409A, (ii) preserve the intended tax treatment of the Award Agreement Option or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein in this Agreement to the contrary, in no event shall neither the Company or Company, any member of the Committee nor any Subsidiary shall have any liability or obligation to any Participant the Optionee or any other person in Person for taxes, interest, penalties or fines (including without limitation any of the event that foregoing resulting from the Plan or failure of the Award Agreement is not Option to be exempt from, or compliant with, Code Section 409A. 409A). View More

Code Section 409a. It is intended that any amounts payable under the Agreement shall be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder ("Code Section 409A"), and the parties will interpret the Agreement in a manner that will preclude the imposition of additional taxes and interest imposed under Code Section 409A. Any payments under this... Agreement that may be excluded from Code Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be so excluded to the maximum extent possible. Payments hereunder that are paid in installments shall be deemed separate payments for purposes of Code Section 409A. This Agreement may be amended (as mutually determined by the parties) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, "termination of employment" shall have the same meaning as "separation from service" as defined in Code Section 409A. View More

Code Section 409a. It is intended that any amounts payable under the this Agreement shall will be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder ("Code Section 409A"), and the parties this Agreement will interpret the Agreement be interpreted in a manner that will preclude the imposition of additional taxes and interest imposed under Code... Section 409A. This Agreement may be amended (as mutually determined by the parties) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, "termination of employment" shall will have the same meaning as "separation from service" as defined in Code Section 409A. In no event whatsoever will Nephros be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. View More

Code Section 409a. It is intended that any amounts payable under the this Agreement shall will be exempt from or comply with the applicable requirements, if any, of Section 409A of the Internal Revenue Code of 1986, as amended, and the notices, regulations and other guidance of general applicability issued thereunder ("Code Section 409A"), and the parties this Agreement will interpret the Agreement be interpreted in a manner that will preclude the imposition of additional taxes and interest imposed under Code... Section 409A. This Agreement may be amended (as mutually determined by the parties) to the extent necessary to comply with Code Section 409A. In all cases, for purposes of compliance with Code Section 409A, "termination of employment" shall will have the same meaning as "separation from service" as defined in Code Section 409A. In no event whatsoever will Company be liable for any additional tax, interest, or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A. View More

Code Section 409a. (a) Code Section 409A. The parties intend for all payments provided to Employee under this Agreement to be exempt from or comply with the provisions of Code Section 409A and not be subject to the tax imposed by Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Section 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and Employee's entitlement to a series of... payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. EMPLOYMENT AGREEMENT PAGE 16 28. Right to Consult an Attorney and Tax Advisor. Notwithstanding any contrary provision in this Agreement, Employee shall be solely responsible for any risk that the tax treatment of all or part of any payments provided by this Agreement may be affected by Code Section 409A, which may impose significant adverse tax consequences on him, including accelerated taxation, a 20% additional tax, and interest. Employee therefore has the right, and is encouraged by this Section, to consult with a tax advisor of his choice before signing this Agreement. Employee is also encouraged by this Section to consult with an attorney of his choice before signing this Agreement. View More

Code Section 409a. (a) Code Section 409A. Intent. The parties intend for all payments and benefits provided to Employee under this Agreement are intended to be exempt from or comply with the provisions of satisfy Code Section 409A and not any ambiguous provision shall be subject to construed in a manner that is compliant with or exempt from the tax imposed by application of Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Code... Section 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and Employee's entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section Reimbursements or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More

Code Section 409a. (a) Code Section 409A. The parties intend for all payments provided Notwithstanding anything to Employee under the contrary contained herein, this Agreement and the payments hereunder are intended to satisfy or be exempt from or comply with the provisions requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and not the Treasury Regulations and other guidance thereunder (collectively, "Section 409A"). Accordingly, all provisions herein, or incorporated... by reference herein, shall be subject construed and interpreted to satisfy or be exempt from the tax imposed by Code requirements of Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For Further, for purposes of Section 409A, each payment amount or benefit due of compensation under this Agreement shall be considered treated as a separate payment and Employee's entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. compensation. Any reimbursement or in-kind benefit provided under this Agreement which that constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred, and (iv) (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More

Code Section 409a. The RSUs granted under this Award Agreement are not intended to constitute a nonqualified deferred compensation plan within the meaning of Section 409A of the Code, and the Plan and this Award Agreement shall be interpreted, administered and deemed amended, if applicable, in a manner consistent with this intention. Notwithstanding the terms of this Award Agreement, if you are subject to U.S. federal income tax on any amounts payable hereunder and if any such amounts, including amounts payable... pursuant to Paragraph 5 hereof, of this Award Agreement, constitute nonqualified deferred compensation under Section 409A of the Code, those amounts shall be subject to the provisions of Section 13(g) of the Plan (as if the amounts were Awards under the Plan, to the extent applicable).12. applicable).11. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Invesco Ltd., Manager, Executive Compensation, 1555 Peachtree Street, NE, Atlanta, Georgia 30309, or to any other address designated by the Company in a written notice to you. Notices to you will be directed to your address then currently on file with the Company, or to any other address given by you in a written notice to the Company. View More

Code Section 409a. (a) Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become be considered due or payable under this... Agreement until Executive has a "separation from service" within the meaning of Section 409A of the Code, and any proposed or the final regulations and any guidance promulgated thereunder ("Section 409A"). Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of Executive's his or her separation from service (other than due to Executive's death), and then the severance benefits payable to Executive, Executive under this Agreement that are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, when considered together with and any other severance payments or separation benefits, benefits that are considered deferred compensation under Section 409A 409A, if any (together, the "Deferred Compensation Separation Benefits"), such Deferred Compensation Separation Payments that are Benefits") otherwise payable due to Executive on or within the first six (6) months month period following Executive's his or her separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's separation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if If Executive dies following his termination or her separation from service but prior to the six (6) month anniversary of his separation from service, or her date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive's estate as soon as administratively practicable after the date of Executive's his or her death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (b) Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (c) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. For purposes of this Section 26(c), "Section 409A Limit" will mean the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during his taxable year preceding Executive's taxable year of Executive's separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive's employment is terminated. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. View More

Code Section 409a. (a) General. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that otherwise are exempt from Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) will become be considered due or payable under... this Agreement until Executive has a "separation from service" within the meaning of Section 409A of the Code, and any proposed or the final regulations and any guidance promulgated thereunder ("Section 409A"). Further, if Executive is a "specified employee" within the meaning of Section 409A at the time of Executive's his separation from service (other than due to Executive's death), and then the severance benefits payable to Executive, Executive under this Agreement that 8 are considered deferred compensation under Section 409A, if any, pursuant to this Agreement, when considered together with and any other severance payments or separation benefits, benefits that are considered deferred compensation under Section 409A 409A, if any (together, the "Deferred Compensation Separation Benefits"), such Deferred Compensation Separation Payments that are Benefits") otherwise payable due to Executive on or within the first six (6) months month period following Executive's his separation from service will accrue during such six (6) month period and will become payable in a lump sum payment (less applicable withholding taxes) on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's separation from service. All subsequent payments of Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if If Executive dies following his termination separation from service but prior to the six (6) month anniversary of his separation from service, date of separation, then any payments delayed in accordance with this paragraph will be payable in a lump sum (less applicable withholding taxes) to Executive's estate as soon as administratively practicable after the date of Executive's his death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended (b) Reimbursements. Notwithstanding any other provision herein to constitute the contrary, to the extent that any reimbursement arrangement provides for a separate payment for purposes "deferral of compensation" within the meaning of Section 1.409A-2(b)(2) of the Treasury Regulations. (b) Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth 409A, then such reimbursements shall be made in Section 1.409A-1(b)(4) of the accordance with Treasury Regulations shall 1.409A-3(i)(1)(iv) including: (i) the amount eligible for reimbursement or payment in one calendar year may not constitute Deferred Compensation Separation Benefits affect the amount eligible for purposes of Section 26(a) above. Any severance reimbursement or payment in any other calendar year (except that entitles Executive to taxable reimbursements a plan providing medical or taxable in-kind health benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute may impose a Deferred Compensation Separation Benefit. (c) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of generally applicable limit on the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. For purposes of this Section 26(c), "Section 409A Limit" will mean the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during his taxable year preceding Executive's taxable year of Executive's separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant reimbursed or paid), (ii) subject to Section 401(a)(17) any shorter time periods required, any reimbursement or payment of an expense must be made on or before the last day of the Code for calendar year following the calendar year in which Executive's employment is terminated. (d) the expense was incurred, and (iii) the right to any reimbursement may not be subject to liquidation or exchange for another benefit. (c) Interpretation. The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A. View More

Code Section 409a. (a) Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or the "separation pay" exception set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 10(b) below, and consequently shall be paid to Executive promptly following termination as required by Section 3 of this Agreement. It is intended that... the lump sum cash severance payment under this Agreement, if any, satisfy the short-term deferral rule. (b) Notwithstanding anything to the contrary in this Agreement, no Deferred Compensation Separation Benefits (as defined below) or other severance benefits that are exempt from in this Section 409A (as defined below) pursuant to Treasury Regulation Section 1.409A-1(b)(9) 10(b)) will become payable under this Agreement until Executive has a "separation from service" within the meaning of Treasury Regulation Section 409A of the Code, and any proposed or final regulations and guidance promulgated thereunder ("Section 409A"). 1.409A-1(h). Further, if Executive is a "specified employee" within the meaning of (as defined in Treasury Regulation Section 409A 1.409A-1(i)) at the time of Executive's separation from service (other than due to Executive's death), and the severance payable to Executive, if any, pursuant to this Agreement, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, the "Deferred Compensation Separation Benefits"), such Deferred Compensation Separation Payments that are otherwise payable within the first six (6) months following Executive's separation from service termination of employment will become payable on the first payroll date that occurs on or after the date six (6) months and one (1) day following the date of Executive's separation from service. All subsequent Deferred Compensation Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if Executive dies following his termination or her separation from service but prior to the six (6) month anniversary of his or her separation from service, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of Executive's death and all other Deferred Compensation Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. (b) Any amount paid under this Agreement that satisfies the requirements of the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) above. Any severance payment that entitles Executive to taxable reimbursements or taxable in-kind benefits covered by Section 1.409A-1(b)(8)(v) shall not constitute a Deferred Compensation Separation Benefit. (c) Any amount paid under this Agreement that qualifies as a payment made as a result of an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit (as defined below) shall not constitute Deferred Compensation Separation Benefits for purposes of Section 26(a) 10(b) above. For purposes of this Section 26(c), 10(c), "Section 409A Limit" will mean two (2) times the lesser of two (2) times: of: (i) Executive's annualized base compensation based upon the annual base rate of pay paid to Executive during his Executive's taxable year preceding Executive's taxable year of Executive's separation from service as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive's employment is terminated. separation from service occurs. (d) The foregoing provisions are intended to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. The Company and Executive agree Accordingly, for purposes of this Agreement, references herein to work together "termination of employment" or words having similar meaning shall be interpreted to mean "separation from service" as defined in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Treasury Regulation Section 409A. 1.409A-1(h). View More