Compliance With Section 409a Contract Clauses (785)

Compliance With Section 409a. The intent of the parties is that payments and benefits under this Award Agreement comply with Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Award Agreement will be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, Participant will not be considered to have terminated em...ployment or service for purposes of this Award Agreement until Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A. Any payments described in this Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A will not be treated as deferred compensation unless applicable law requires otherwise. Each amount to be paid or benefit to be provided to Participant pursuant to this Award Agreement that constitutes deferred compensation subject to Section 409A will be construed as a separate identified payment for purposes of Section 409A. Notwithstanding anything to the contrary in this Award Agreement or the Plan, to the extent that any amounts are payable to a "specified employee" (within the meaning of Section 409A) upon a separation from service and such payment would result in the imposition of any individual penalty tax or late interest charges imposed under Section 409A, the settlement and payment of such amounts will instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). View More

Compliance With Section 409a. This Agreement and the Plan provisions that apply to this Award are intended to either be exempt from or avoid taxation under Section 409A of the Code. The Plan and this Agreement shall be interpreted in accordance with the foregoing. The Holder acknowledges that the Corporation has made no representations as to the tax consequences under Section 409A or otherwise of the compensation and benefits provided hereunder and the Holder has been advised to obtain his own tax advice. Each amount or bene...fit payable pursuant to this Agreement shall be deemed a separate payment for purposes of Section 409A. For all purposes under this Agreement, any iteration of the word "termination" (e.g. "terminated") with respect to the Holder's employment, shall mean a separation from service within the meaning of Section 409A and the regulations thereunder. If any payments or benefits under this Agreement, constitute "nonqualified deferred compensation" subject to Section 409A at the date of the Holder's termination of employment, then such payment, to the extent required under Section 409A, shall be made six months and one day after the Holder's "separation from service" as defined in Section 409A(a)(2)(A)(i) (or if earlier the date of the Holder's death), if the Holder is a "specified employee" as defined in Section 409A(a)(2)(B)(i) and as reasonably determined in good faith by the Corporation. View More