Payments Subject to Section 409a.
Subject to the provisions in this Section 6, any severance payments or benefits under this Agreement shall begin only upon the date of Executive's "separation from service" (determined as set forth below) which occurs on or after the date of termination of employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to Executive under this Agreement: 6.1 It is intended that each installment of the severance payments and benefits pr...ovided under this Agreement shall be treated as a separate "payment" for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder ("Section 409A"). Neither Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 6.2 If, 8.2If, as of the date of the Executive's "separation from service" from the Company, the Executive is not a "specified employee" (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement 6.3 If, Agreement. 8.3If, as of the date of the Executive's "separation from service" from the Company, the Executive is a "specified employee" (within the meaning of Section 409A), then: 6.3.1 Each (a)Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period Short-Term Deferral Period (as defined under Section 409A) hereinafter defined) shall be 8 treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) §1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid at the time and in the matter set forth in this Agreement; and 6.3.2 Each installment of the severance payments and benefits due under this Agreement that is not described in paragraph 6.3.1 above and that would, absent this subsection, be paid within the six-month period following Executive's "separation from service" from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive's second taxable year following the taxable year in which the separation from service occurs. 6.4 The 409A. 8.4The determination of whether and when the Executive's separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph (d), "Company" shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-(h)(3). 6.5 All §1.409A-1(h). 8.5All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) (a) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) (b) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) (c) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, incurred and (iv) (d) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 6.6 The Company may withhold (or cause 8.6This Agreement is intended to comply with the provisions of Section 409A and the Agreement shall, to the extent practicable, be withheld) from any payments made under this Agreement, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law or governmental regulation or ruling. construed in accordance therewith.
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Payments Subject to Section 409a. Subject to the provisions in this Section
6, 18, any severance payments or benefits under this Agreement shall begin only upon the date of
Executive's the Employee's "separation from service" (determined as set forth below) which occurs on or after the date of termination of
the Employee's employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to
Executive the Employee under this Agreement:
6.1 (a) It is intended that each in
...stallment of the severance payments and benefits provided under this Agreement shall be treated as a separate "payment" for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder ("Section 409A"). Neither Executive the Company nor the Company Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 6.2 (b) If, as of the date of Executive's the Employee's "separation from service" from the Company, Executive the Employee is not a "specified employee" (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement 6.3 Agreement. (c) If, as of the date of Executive's the Employee's "separation from service" from the Company, Executive the Employee is a "specified employee" (within the meaning of Section 409A), then: 6.3.1 (i) Each installment of the severance payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be 8 treated as a short-term deferral within the meaning of Treasury Regulation Section § 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid in the manner (and at the time and in the matter times) set forth in this Agreement; agreement; and 6.3.2 (ii) Each installment of the severance payments and benefits due under this Agreement that is not described in paragraph 6.3.1 c(i) above and that would, absent this subsection, be paid within the six-month period following Executive's the Employee's "separation from service" from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive's the Employee's death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and one day following Executive's the Employee's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) § 1.409A- 1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section § 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive's the Employee's second taxable year following the taxable year in which the separation from service occurs. 6.4 (d) The determination of whether and when Executive's the Employee's separation from service from the Company has occurred shall be made and in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section § 1.409A-1(h). Solely for purposes of this paragraph (d), "Company" shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-(h)(3). 6.5 (e) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during Executive's the Employee's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 6.6 The (f) Notwithstanding anything herein to the contrary, the Company may withhold (or cause shall have no liability to the Employee or to any other person if the payments and benefits provided hereunder that are intended to be withheld) exempt from any payments made under this Agreement, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law compliant with Section 409A are not so exempt or governmental regulation or ruling. compliant.
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Payments Subject to Section 409a. Subject to the provisions in this Section
6, 5, any severance payments or benefits under this Agreement shall begin only upon the date of
the Executive's "separation from service" (determined as set forth below) which occurs on or after the
date Section 3 Date of
termination Termination or the Date of
employment. Termination, as applicable. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to
the Executive under this
Agreement: 6.1 ...It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate "payment" for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder ("Section 409A"). Neither Executive nor the Company shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. 6.2 Agreement. 5.1 If, as of the date of the Executive's "separation from service" from the Company, Subsidiary, the Executive is not a "specified employee" (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this Agreement 6.3 Agreement. 5.2 If, as of the date of the Executive's "separation from service" from the Company, Subsidiary, the Executive is a "specified employee" (within the meaning of Section 409A), then: 6.3.1 5.2.1. Each installment of the severance payments payment and benefits benefit due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined under in Section 409A) shall be 8 treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) 1.409A-l(b)(4) to the maximum extent permissible under Section 409A 409A; and shall be paid at the time -9- 5.2.2. Each severance payment and in the matter set forth in this Agreement; and 6.3.2 Each installment of the severance payments and benefits benefit due under this Agreement that is not described in paragraph 6.3.1 Section 5.2.1 above and that would, absent this subsection, be paid within the six-month period following the Executive's "separation from service" from the Company Subsidiary shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive's death), with any such installments payments and benefits that are required to be delayed being accumulated during the six-month period and paid in a lump sum swn on the date that is six months and one day following the Executive's separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; service; provided, however, that the preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that any such installment payment or benefit is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) 1.409A-l(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive's second taxable year following the taxable year in which the separation from service occurs. 6.4 5.3 The determination of whether and when the Executive's separation from service from the Company Subsidiary has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph (d), "Company" shall include all persons with whom the Company would be considered a single employer as determined under Treasury Regulation Section 1.409A-(h)(3). 6.5 1.409A-l(h). 5.4 All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirement requirements that (i) any reimbursement is for expenses incurred during the Executive's lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. 6.6 The 5.5 Notwithstanding anything herein to the contrary, the Company may withhold (or cause shall have no liability to the Executive or to any other person if the payments and benefits provided in this Agreement that are intended to be withheld) exempt from any payments made under this Agreement, all federal, state, city or other taxes as shall be required to be withheld pursuant to any law compliant with Section 409A are not so exempt or governmental regulation or ruling. compliant.
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