Common use of Amendment to Section 14 Clause in Contracts

Amendment to Section 14. Section 14 of the Agreement shall be revised to add the provisions set forth below to the end of the Section: It is intended that each installment of payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). For clarity, it is intended that severance payments and other payments set forth in this Agreement satisfy, to the greatest extent possible, the exceptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9). Notwithstanding the foregoing, to the extent that the Company determines that any of the payments or benefits provided under this Agreement constitutes “deferred compensation” within the meaning of Section 409A that may only be paid on a qualifying transaction (that is, the payments and benefits are not otherwise “exempt” under Section 409A), the definition of Change of Control in this Agreement will apply only to the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5).