Common use of Code § 409A Clause in Contracts

Code § 409A. The Options issued hereunder are intended to avoid the inclusion of amounts with respect to the Options as deferred compensation of Executive under Code § 409A. However, neither the Company nor any of its affiliates makes any representations with respect to the application of Code § 409A to the Options and, by the acceptance of the Options, Executive agrees to accept the potential application of Code § 409A to the Options and the other tax consequences of the issuance, vesting, ownership, modification, adjustment and disposition of the Options. Executive agrees to hold harmless and indemnify the Company and its affiliates from any adverse tax consequences to Executive with respect to the Options, any withholding obligations of the Company or its affiliates with respect to the Options, and from any action or inaction, or omission of the Company or its affiliates pursuant to the Plan or otherwise that may cause such Options to be or become subject to Code § 409A.