Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Executive or made on his behalf under the terms of this Agreement. Executive agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Executive further agrees to indemnify and hold the Com
...pany harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 0 a. Section 409A. The Parties intend that upon Executive's Resignation Date, Executive will have a "separation from service" within the meaning of Section 409A (as defined below). The provisions of this Agreement and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. It is the intent of the parties that all payments of severance benefits that do not qualify for an exemption from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) qualify for an alternate exemption from Section 409A or meet the Section 409A requirements regarding time and form of payment. 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. For purposes of this Agreement, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law equivalents (as each may be amended or promulgated from time to time). c. The Parties agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.
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Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Executive or made on
his Executive's behalf under the terms of this Agreement. Executive agrees and understands that
he Executive is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Executive further agrees to inde
...mnify and hold the Company Releasees harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's failure to pay or delayed payment of federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 0 a. Section 409A. The Parties intend agree and acknowledge that upon Executive's Resignation Date, Executive will have a "separation from service" within the meaning of Section 409A (as defined below). The provisions payments made pursuant to section 1 of this Agreement are not related to sexual harassment or sexual abuse and not intended to fall within the scope of 26 U.S.C. Section 162(q). - 8 - 18. Section 409A. It is intended that all compensation payments and benefits provided for under this the Agreement or otherwise are intended to exempt from, or comply with or be exempt from with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time ("Section 409A") so that none of the severance payments and other payments and or benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. It is in accordance with this intent. The Parties agree that Executive's termination of employment on the intent Separation Date constitutes a "separation from service" within the meaning of Section 409A. If, at the time of the parties Executive's separation from service, the Executive is a "specified employee" within the meaning of Section 409A, then the payment of the Deferred Payments will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which means that all payments the Executive will receive payment on the date that is six months and one day following the Executive's separation from service, or, if earlier, the Executive's death (such date, the "Delayed Payment Date"). All subsequent Deferred Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Parent or the Company reserves the right to amend the Agreement as it considers necessary or advisable, in its sole discretion and without the consent of severance benefits that do not qualify for an exemption from Section 409A pursuant the Executive or any other individual, to Treasury Regulation Section 1.409A-1(b)(4) qualify for an alternate exemption from comply with any provision required to avoid the imposition of the additional tax imposed under Section 409A or meet the to otherwise avoid income recognition under Section 409A requirements regarding time and form prior to the actual payment of payment. any benefits or imposition of any additional tax. Each payment payment, installment, and benefit payable under this the Agreement is intended to constitute a separate payment for purposes of U.S. Treasury Regulation Section 1.409A-2(b)(2) 1.409A-2(b)(2). In no event will any member of Parent or the Treasury Regulations. b. For purposes of this Agreement, "Section 409A" means Section 409A of Company be obligated to reimburse the Internal Revenue Code of 1986, as amended, and the final regulations and Executive for any guidance promulgated thereunder and any applicable state law equivalents (as each taxes that may be amended imposed on the Executive as a result of Section 409A. "Deferred Payments" means any severance pay or promulgated from time benefits to time). c. The Parties agree be paid or provided to work together in good faith to consider amendments the Executive (or the Executive's estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to take such reasonable actions be paid or provided to the Executive (or the Executive's estate or beneficiaries), that in each case, when considered together, are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive considered deferred compensation under Section 409A.
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Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to
Executive Employee or made on his behalf under the terms of this Agreement.
Executive Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon.
Executive Employee further agrees to
... indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's Employee's failure to pay or the Company's failure to withhold, or Employee's delayed payment of of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 0 a. Section 409A. The Parties intend that upon Executive's Resignation Employee's Separation Date, Executive Employee will have a "separation from service" within the meaning of Section 409A (as defined below). The provisions of this Agreement and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. For purposes of clarity, it is the intent of this Agreement that all payments of severance benefits that fall within the "Section 409A Limit" (as defined below) are exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9), unless otherwise exempt from Section 409A under the short-term deferral rule. The reimbursements under Section 3 are intended to be exempt from Section 409A pursuant to Section 1.409A-1(b)(9)(v) of the Treasury Regulations. It is the intent of the parties Parties that all payments of severance benefits that do not qualify for an exemption from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) 1.409A-1(b)(9) qualify for an alternate exemption from Section 409A or meet the Section 409A requirements regarding time and form of payment. 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. 6 b. For purposes of this Agreement, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law equivalents (as each may be amended or promulgated from time to time). c. For purposes of this Agreement, "Section 409A Limit" means two (2) times the lesser of: (i) Employee's annualized compensation based upon the annual rate of pay paid to him during his taxable year preceding his taxable year of separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; 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 Employee's separation from service occurred. d. The Parties agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive Employee under Section 409A. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as result of Section 409A.
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Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to
Executive Employee or made on his behalf under the terms of this Agreement.
Executive Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon.
Executive Employee further agrees to
... indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's Employee's failure to pay or the Company's failure to withhold, or Employee's delayed payment of of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys' fees and costs. 0 a. Section 409A. The Parties intend that upon Executive's Resignation Employee's Separation Date, Executive Employee will have a "separation from service" within the meaning of Section 409A (as defined below). The provisions of this Agreement and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. For purposes of clarity, it is the intent of this Agreement that all payments of severance benefits that fall within the "Section 409A Limit" (as defined below) are exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9), unless otherwise exempt from Section 409A under the short-term deferral rule. The reimbursements under Section 3 are intended to be exempt from Section 409A pursuant to Section 1.409A-1(b)(9)(v) of the Treasury Regulations. It is the intent of the parties Parties that all payments of severance benefits that do not qualify for an exemption from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) 1.409A-1(b)(9) qualify for an alternate exemption from Section 409A or meet the Section 409A requirements regarding time and form of payment. 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. For purposes of this Agreement, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law equivalents (as each may be amended or promulgated from time to time). c. For purposes of this Agreement, "Section 409A Limit" means two (2) times the lesser of: (i) Employee's annualized compensation based upon the annual rate of pay paid to him during his taxable year preceding his taxable year of separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; 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 Employee's separation from service occurred. 4 d. The Parties agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive Employee under Section 409A. In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as result of Section 409A.
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Tax Consequences.
a. General. The Company makes no representations or warranties with respect to the tax consequences of the payments
and any other consideration provided to Executive or made on his behalf under the terms of this Agreement. Executive agrees and understands that he is responsible for payment, if any, of
personal local,
personal state, and/or
personal federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Executive furth
...er agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Executive's failure to pay or Executive's delayed payment of Executive's personal federal or personal state taxes, or (b) damages sustained by the Company by reason of any such claims, specifically set forth in (a) above, including attorneys' fees and costs. 0 a. Section 409A. The Parties intend that upon Executive's Resignation Date, Executive will have a "separation from service" within the meaning of Section 409A (as defined below). The provisions of this Agreement and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of Section 409A so that none of the severance payments and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. It is the intent of the parties that all payments of severance benefits that do not qualify for an exemption from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) qualify for an alternate exemption from Section 409A or meet the Section 409A requirements regarding time and form of payment. b. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2) 1.409A-2(b)(2)(iii). Payments under this Agreement are intended to either be exempt from or comply with the requirements of the Treasury Regulations. b. For purposes of this Agreement, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended, and the final treasury regulations (the "Treasury Regulations") and any official guidance promulgated thereunder and any applicable state law equivalents (as (collectively, as each may be amended or promulgated from time to time). c. time, "Section 409A") so that none of the severance payments and benefits to be provided hereunder will be subject to any additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to so comply or to otherwise be exempt from Section 409A. The Parties Company and Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions that which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Executive Employee under Section 409A. In no event will the Company reimburse Executive for any tax obligations arising under Section 409A.
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