Section 409a Contract Clauses (10,669)

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is TRSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Nonqualified Code and regulations issues thereunder (the "Nonqualified Deferred Compensation Rules Rules") and this Agreement shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the TRSUs may not be exempt from... the Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a "specified employee" within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the TRSUs upon his or her "separation from service" within the meaning of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Participant's separation from service and (b) the Participant's death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Option TRSUs provided under this Agreement is are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of the Nonqualified Deferred 6 Compensation Rules and this Agreement shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Option provided under this Agreement is exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no... event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant you on account of non-compliance with the Nonqualified Deferred Compensation Rules. View More

Section 409a. It is the intention of Company and Speer Kennedy that this Agreement shall comply with the requirements of Code Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Code Section 409A or be payable on a fixed date or schedule under Code Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, if Company or Speer Kennedy determines that any compensation or benefit payable under this Agreement may be subject to Code Section 409A(a)(1), Company and Speer, Kennedy, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to cause the compensation and benefits payable under this Agreement not to be subject to Code Section 409A(a)(1) and to preserve the intended tax treatment of such compensation and benefits. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Code Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (B) 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, (C) 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 (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Company shall not make any deductions for money or property that Speer Kennedy owes to Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of Speer, Kennedy, from amounts that constitute deferred compensation for purposes of Code Section 409A. d. Speer's Kennedy's right to any deferred compensation, as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid tax, penalties and/or interest under Code Section 409A or otherwise. View More

Section 409a. (a) General. This Employment Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be interpreted and construed consistent with that intent. For purposes of this Agreement, "termination of employment" means a "Separation from Service" under Treasury Regulation Section 1.409A-1(h). (b) Deferred Compensation. Notwithstanding any other provision of this Employment 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), 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) Notwithstanding anything in this Employment Agreement to If the contrary, if at the time of the Employee's termination of employment, he Employee is a "specified employee" "Specified Employee" within the meaning of Section 409(A)(a)(2)(B)(i), as determined under 409A(a)(2)(B)(i) of the Company's established methodology for determining "specified employees", Code on the date of the Employee's "Separation from Service" within the meaning of Section 409A(a)(2)(A)(i) of the Code, then no payments or amounts under this Employment Agreement such payment shall be made or commence during the period beginning on the date of the Employee's termination of employment Separation from Service and ending on the date that is six months following the Employee's termination of employment Separation from Service or, if earlier, on the date of the Employee's death. The amount of any payment that would otherwise be paid to the Employee during this period shall instead be paid to the Employee on the fifteenth day of the first calendar month following the end of the period ("Delayed (the "Delayed Payment Date"). If payment of an amount is delayed as a result of this Section 25(b)(i), 8(b)(i), such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Employee but for this Section 25(b)(i) 8(b)(i) to the day prior to the Delayed Payment Date. The rate of interest shall be compounded monthly, at the prime rate as published by Citibank NA for the month in which occurs the date of the Employee's Separation from Service. Such interest shall be paid on the Delayed Payment Date. 11 (ii) If any amount owed to the Employee under this Employment Agreement is considered for purposes of Section 409A to be owed to the Employee by virtue of his termination of employment, such amount shall be paid if and only if such termination constitutes a Separation from Service with the Company, determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. 12 (iii) Notwithstanding anything in this Employment Agreement to the contrary, payments Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The All reimbursements or provision of in-kind benefits pursuant to this Agreement shall be made in accordance with Treasury Regulation § 1.409A-3(i)(1)(iv) such that the reimbursement or provision will be deemed payable at a specified time or on a fixed schedule relative to a permissible payment event. Specifically, the amount of expenses eligible for reimbursement reimbursed or in-kind benefits provided under this Agreement during a calendar the Employee's taxable year may not affect the expenses eligible for reimbursement amounts reimbursed or provided in any other calendar year. (iv) taxable year (except that total reimbursements may be limited by a lifetime maximum under a group health plan), the reimbursement of an eligible expense shall be made on or before the last day of the Employee's taxable year following the taxable year in which the expense was incurred, and the right to reimbursement or provision of in-kind benefit is not subject to liquidation or exchange for another benefit. (iii) Each payment under this Agreement is intended to be (A) excepted from Section 409A of the Code, including, but not limited to, by compliance with the short-term deferral exception as specified in Treasury Regulation § 1.409A-1(b)(4) and the involuntary separation pay exception within the meaning of Treasury Regulation § 1.409A-1(b)(9)(iii), or (B) in the event any Gross Up Payment is made pursuant to Section 3(b) herein, in compliance with Section 409A of the Code, including, but not limited to, being paid pursuant to a fixed schedule or specified date pursuant to Treasury Regulation § 1.409A-3(i)(1)(v), and the provisions of this Agreement will be administered, interpreted and construed accordingly (or disregarded to the extent such provision cannot be so administered, interpreted, or construed). For purposes of Section 409A, 409A of the Employee's right to receive any Code, each installment payments pursuant to payment provided under this Employment Agreement shall be treated as a right to receive a series of separate and distinct payments. payment. View More

Section 409a. Notwithstanding any provision of the Plan, the Grant Notice or this Agreement to the contrary, the Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A; provided, however, that the Company makes no representations that the Option will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Option. EX-10.12 4... d879710dex1012.htm EX-10.12 EX-10.12 EX-10.2 3 d920406dex102.htm EX-10.2 EX-10.2 Exhibit 10.12 ZILLOW, 10.2 ZILLOW GROUP, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN (ASSUMED BY ZILLOW GROUP, INC.) NONQUALIFIED STOCK OPTION GRANT NOTICE Zillow Group, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Class A [A][C] Common Stock under the Zillow, Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (as assumed by the Company) (the "Plan"). The Option is subject to all the terms and conditions set forth in this Nonqualified Stock Option Grant Notice (this "Grant Notice") and in the Nonqualified Stock Option Agreement (the "Stock Option Agreement") and the Plan, which are incorporated into this Grant Notice in their entirety. Participant: Grant Number: Grant Date: Vesting Commencement Date: Number of Shares of Class A [A][C] Common Stock Subject to Option (the "Shares"): Exercise Price (per Share): Option Expiration Date: Type of Option: Nonqualified Stock Option Vesting and Exercisability Schedule (subject to continued employment or service): Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. Note: References to "Company" in the Plan are deemed to refer to "Zillow Group, Inc." except that such reference in the definition of "IPO Date" in the Plan continues to refer to Zillow, Inc. ZILLOW, ZILLOW GROUP, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN (ASSUMED BY ZILLOW GROUP, INC.) NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to your Nonqualified Stock Option Grant Notice (the "Grant Notice") and this Nonqualified Stock Option Agreement (this "Agreement"), Zillow Group, Inc. (the "Company") has granted you an Option under the Zillow, Zillow Group, Inc. Amended and Restated 2011 Incentive Plan (as assumed by the Company) (the "Plan") to purchase the number of shares of that class of the Company's Class A Common Stock (the "Common Stock") indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More

Section 409a. This Agreement is intended to comply with Section 409A of the United States Tax Code and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. It is the intent of the Parties hereto that the provisions of this Agreement avoid the imposition of the excise tax under Section 409A, therefore, the Company, in its discretion, may amend this Agreement to the extent necessary to avoid or minimize the excise tax under Section 409A... and no action taken to comply with Section 409A shall be deemed to adversely affect Robeson' Employee's rights under this Agreement. However, in no event shall the Company be liable for any taxes, interest, or penalties imposed on Employee pursuant to or by reason of Section 409A. For purposes of Section 409A if it applies, Employee shall be responsible for proposing a payment schedule compliant with Section 409A to which both Parties must agree, such agreement not to be unreasonably withheld. View More

Section 409a. Payments made pursuant to the this Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code ("Section 409A"). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including... any amendments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs PARSUs and dividend equivalent payments are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A: 409A; provided however, that the Company makes no representations that the RSUs PARSU or the dividend equivalents will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. PARSU or the dividend equivalents. For the avoidance of doubt, the Employee hereby acknowledges and agrees that the Company will have no liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any payments under this Grant Agreement, PARSUs or dividend equivalents the settlement of which is triggered by a "separation from service" (within the meaning of Section 409A) of a "specified employee" (as defined under Section 409A), 409A) shall be made on a date that is the earlier of (a) the Employee's death or (b) the later of the specified settlement date and the date which is six months after the date of the Employee's separation from service. View More

Section 409a. This Award Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Award Agreement shall be administered, interpreted, interpreted and construed in a manner consistent with such Code section. For purposes of this Award, "termination of employment" and terms of similar import shall be deemed to mean "separation from service" within the meaning of Code Section 409A. Should any provision of this Agreement or the Award be found not to comply with, or... otherwise be exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Grantee's consent (notwithstanding the provisions of Section 12 above), your consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. View More

Section 409a. This Award is intended to comply with, or otherwise be exempt from, Section 409A of the Code. Code, as applicable. This Award shall be administered, interpreted, and construed in a manner consistent with such Code section. For purposes of this Award, "termination of employment" and terms of similar import shall be deemed to mean "separation from service" within the meaning of Code Section 409A. Should any provision of this Agreement or the Award be found not to comply with, or otherwise be... exempt from, the provisions of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Grantee's consent (notwithstanding the provisions of Section 12 above), Participant's consent, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. No acceleration of payment or settlement may be made except as permitted under Code Section 409A. View More

Section 409a. For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of be exempt from Section 409A as a stock right under Treasury Regulation Section 1.409A-1(b)(5)(v)(D). 1.409A-1(b)(5). The Committee may adopt such amendments to the Plan Brio Retainer Agreement and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or... appropriate to preserve the intended treatment of this Option. View More

Section 409a. For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of be exempt from Section 409A as a stock right under Treasury Regulation Section 1.409A-1(b)(5)(v)(D). 1.409A-1(b)(5). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the... intended treatment of this Option. View More

Section 409a. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of this Plan. It is intended that (i) each installment of any benefits payable under the Plan to you be regarded as a separate "payment" for... purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (ii) all payments of any such benefits under the Plan satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v). Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable cause you to a Participant incur adverse tax consequences under Section 409A of the Code and related Department of Treasury guidance, to the extent permitted under Section 409A of the Code, the Company may, to the extent permitted under Section 409A of the Code (a) cooperate in good faith to adopt such amendments to this Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that they determine it determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan or Plan, preserve the economic benefits of this Plan and avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as mutually determined necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes adverse tax consequences under such section. To the extent applicable, each of the exceptions to Code Section 409A's prohibition on acceleration of payments of Deferred Compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under this Plan. View More

Section 409a. Notwithstanding any provision herein to the contrary, if Participant is deemed by the Company at the time of his or her Separation from Service to be a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Participant is entitled under this Plan is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of his or her benefits shall not be provided... to Participant prior to the earlier of (i) the expiration of the six-month period measured from the date of Separation from Service with the Company or (ii) the date of death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Participant (or Participant's estate or beneficiaries), and any remaining payments due under this Plan shall be paid as otherwise provided herein. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of this Plan. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to a Participant under Section 409A of the Code and related Department of Department of Treasury guidance, to the extent permitted under Section 409A of the Code, the Company may, to the extent permitted under Section 409A of the Code (a) cooperate in good faith to adopt such amendments to this Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that they determine necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan or Plan, preserve the economic benefits of this Plan and avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as mutually determined necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such section. To 2 EX-10.1 2 ex10-1.htm Exhibit 10.1 Monmouth Real Estate Investment Corporation Change in Control Severance Plan Effective January 1, 2021 1. General Eligibility. Each employee who is employed on a full-time basis by Monmouth Real Estate Investment Corporation (the "Company"), and who is not subject to an employment agreement with the extent applicable, each of the exceptions to Code Section 409A's prohibition on acceleration of payments of Deferred Compensation provided under Treasury Regulation 1.409A-3(j)(4) Company providing for severance, (a "Participant") shall be permitted under eligible to participate in this Plan. Change in Control Severance Plan (the "Plan"). View More

Section 409a. 18.1 a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed accordingly. It is the intention of the Parties that payments or benefits payable under this Agreement shall not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the Parties shall cooperate to amend this Agreement with the... goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed; provided, however, in no event shall the Company be liable to Executive for any taxes, interest, or penalties due as a result of the application of Section 409A to any payments or benefits provided hereunder. 18.2 b. Each payment provided for in this Agreement shall, to the extent permissible under Section 409A, be deemed a separate payment for purposes of Section 409A. 10 18.3 Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. 18.4 c. All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee. Any such taxable reimbursement or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. 18.5 Executive d. Employee shall have no right to designate the date of any payment hereunder. 18.6 The e. Notwithstanding anything else herein, the definition of Good Reason is intended to constitute "good reason" as such term is used in Treas. Reg. §1.409A-1(n)(2) Treasury Regulation Section 1.409A-1(n)(2) and shall be interpreted and construed accordingly, and to the maximum extent permitted by Section 409A and guidance thereunder, a termination for Good Reason shall be an "involuntary separation from service" as such term is used in Treas. Reg. §1.409A-1(n). Treasury Regulation Section 1.409A-1(n). For purposes of Section 6 of this Agreement, "termination" (or any similar term) when used in reference to Executive's Employee's employment shall mean "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive Employee shall be considered to have terminated employment with the Company when, and only when, Executive Employee incurs a "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. 18.7 f. Notwithstanding any other provision of this Agreement to the contrary, if (1) (a) on the date of Executive's Employee's separation from service (as such term is used or defined in Code Section 409A(a)(2)(A)(i), 409A(a)(2)(A)(i) of the Code, Treasury Regulation Section 1.409A-1(h), or any successor law or regulation), any of the Company's equity is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) (b) as a result of such separation from service, the Executive Employee would receive any payment that, absent the application of this sentence, would be subject to interest and additional tax imposed pursuant to Code Section 409A as a result of the application of Code Section 409A(2)(B)(i), 409A(2)(B)(i) of the Code, then, to the extent necessary to avoid the imposition of such interest and additional tax, such payment shall be deferred until the earlier of (i) 6 six (6) months after the Executive's Employee's separation from service, (ii) the Executive's Employee's death, or (iii) or such earlier time as may be permitted under Code Section 409A. View More

Section 409a. 18.1 19.1 This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed accordingly. It is the intention of the Parties that payments or benefits payable under this Agreement shall not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the Parties shall cooperate to amend this Agreement with... the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed; provided, however, in no event shall the Company be liable to Executive for any taxes, interest, or penalties due as a result of the application of Section 409A to any payments or benefits provided hereunder. 18.2 19.2 Each payment provided for in this Agreement shall, to the extent permissible under Section 409A, be deemed a separate payment for purposes of Section 409A. 10 18.3 Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. 18.4 19.4 All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee. Any such taxable reimbursement or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. 18.5 19.5 Executive shall have no right to designate the date of any payment hereunder. 18.6 19.6 The definition of Good Reason is intended to constitute "good reason" as such term is used in Treas. Reg. §1.409A-1(n)(2) and shall be interpreted and construed accordingly, and to the maximum extent permitted by Section 409A and guidance thereunder, a termination for Good Reason shall be an "involuntary separation from service" as such term is used in Treas. Reg. §1.409A-1(n). For purposes of Section 6 of this Agreement, "termination" (or any similar term) when used in reference to Executive's employment shall mean "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive shall be considered to have terminated employment with the Company when, and only when, Executive incurs a "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. 18.7 19.7 Notwithstanding any other provision of this Agreement to the contrary, if (1) on the date of Executive's separation from service (as such term is used or defined in Code Section 409A(a)(2)(A)(i), Treasury Regulation Section 1.409A-1(h), or any successor law or regulation), any of the Company's equity is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such separation from service, the Executive would receive any payment that, absent the application of this sentence, would be subject to interest and additional tax imposed pursuant to Code Section 409A as a result of the application of Code Section 409A(2)(B)(i), then, to the extent necessary to avoid the imposition of such interest and additional tax, such payment shall be deferred until the earlier of (i) 6 months after the Executive's separation from service, (ii) the Executive's death, (iii) or such earlier time as may be permitted under Code Section 409A. View More