Common use of Application of Internal Revenue Code Section 409A Clause in Contracts

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicable. However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. Executive shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive separates from service, the separation agreement will not be deemed effective any earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. (a) Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employeeExecutive” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. . (b) Executive shall receive severance benefits Severance Benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from serviceExecutive’s termination of employment, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the separation agreement Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employeeExecutive” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. . (c) The severance benefits Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service, or (ii) Executive’s your death. Executive You shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement you execute and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the separation agreement Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service, or (ii) Executive’s your death.). Executive shall receive None of the severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns will be paid or otherwise delivered prior to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the effective date of separation from service, the Release, and permits such Release to become effective in accordance with its terms (such latest permitted date, the “Release Deadline”required by Section 5(e). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the separation agreement Release will not be deemed effective any earlier than the Release Deadline. None Deadline for purposes of commencing the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releasebenefit payments. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. practices in accordance with the schedules for payment set forth here n. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences to you under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein in Executive’s CiC Severance Letter are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance Severance benefits are intended to satisfy comply with the exemptions from application provisions of Section 409A to the maximum extent applicable. However409A. As such, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s separation from service, or (ii) Executive’s death. Executive shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, a separation agreement containing the ReleaseCompany’s standard form of release of claims in favor of the Company, and permits such Release release to become effective in accordance with its terms (such latest permitted date, the “Release Separation Agreement Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release separation agreement could become effective in the calendar year following the calendar year in which Executive separates from service, the separation agreement will not be deemed effective any earlier than the Release Separation Agreement Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the Releaseseparation agreement. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the Releaseseparation agreement, all amounts severance benefits will be paid as soon as practicable in accordance with a lump sum on the Company60th day following Executive’s normal payroll practicesseparation from service. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-l(b)(4), 1.409A-1 (b)(5) and 1.409A-l(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service, or (ii) Executive’s your death. Executive You shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement you execute and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the separation agreement Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ — ▇▇▇ ▇▇▇▇▇ — ▇▇ — 92121 — 858.824.1771 ph — ▇▇▇.▇▇▇.▇▇▇▇ fax The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. a. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) ), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent required by Section 409A, Severance benefits Benefits shall not commence until Executive has a “separation from service” for purposes of Section 409A. Each installment of severance benefits Severance Benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits Severance Benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits Severance Benefits payments shall be delayed until the earlier of (i) six twelve (612) months and one day after Executive’s separation from service, or (ii) Executive’s death. . b. Executive shall receive severance benefits Severance Benefits only if Executive timely complies with the requirements of Section 4 of this Agreement and executes and returns return to the Company, within Company the applicable time period set forth therein but in Release and Waiver no event more later than forty-five (45) days following the date of separation from service, the ReleaseExecutive’s termination date, and permits such the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits Severance Benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates from service, the separation agreement Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. None of the severance benefits Severance Benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. Sections 13(b) and 13(e) above. c. The severance benefits Severance Benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

Application of Internal Revenue Code Section 409A. Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive has you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A to the maximum extent applicableprovided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-l(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive isyou are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after Executive’s your separation from service, or (ii) Executive’s your death. Executive You shall receive severance benefits only if Executive timely complies with the requirements of Section 4 of this Agreement you execute and executes and returns return to the Company, within the applicable time period set forth therein but in no event more than forty-five (45) days following the date of separation from service, the ReleaseRelease and Waiver attached to this Agreement as Exhibit A, and permits such permit the Release and Waiver to become effective in accordance with its terms (such latest permitted date, the “Release and Waiver Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release and Waiver could become effective in the calendar year following the calendar year in which Executive separates you separate from service, the separation agreement Release and Waiver will not be deemed effective any earlier than the Release and Waiver Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date (or deemed effective date) of the ReleaseRelease and Waiver. Except to the minimum extent that payments must be delayed because Executive is you are a “specified employee” or until the effectiveness or deemed effectiveness of the ReleaseRelease and Waiver, all amounts will be paid as soon as practicable in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.