Common use of Conformance with Code Section 409A Clause in Contracts

Conformance with Code Section 409A. The Parties hereto agree to negotiate in good faith should any amendment to the Agreement be required in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A. All expenses or other reimbursements paid pursuant herewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred. To the extent there are any ambiguities in this Agreement, such ambiguities shall be construed in a manner that complies with Section 409A of the Code.

Conformance with Code Section 409A. The Parties hereto agree to negotiate in good faith should (a) To the extent required by Section 409A, and notwithstanding any amendment other provision of this Agreement to the Agreement contrary, no payment or benefit will be required provided to, or with respect to, the Executive on account of his separation from service before the first to occur of (i) the date of the Executive’s death or (ii) the date which is the six (6) month anniversary of his separation from service, and in order to comply with either case only if he is a “specified employee” (as defined under Section 409A 409A(a)(2)(B)(i) of the Internal Revenue Code and the regulations promulgated thereunder) in the year of 1986his separation from service. Any payment that is delayed pursuant to the provisions of the immediately preceding sentence shall instead be paid in a lump sum, as amended without interest, promptly following the first to occur of the two dates specified in such immediately preceding sentence. To the extent there are any ambiguities in this Agreement, such ambiguities shall be construed in a manner that complies with Section 409A. (the “Code”). b) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Code Section 409A to the extent that such reimbursements or in-kind benefits are subject to Code Section 409A. All expenses or other reimbursements paid by the Company pursuant herewith that are taxable income to the Executive shall in no event be paid later than the end of the calendar year next following the calendar year in which the Executive incurs such expense or pays such related tax. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as unless permitted by Code Section 409A, : (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, ; (ii) the amount of expenses eligible for reimbursement, of or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause shall not be violated without violated, with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Internal Revenue Code, solely because such expenses are subject to a limit related to the period the arrangement is in effect effect; and (iii) such payments shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense is incurred. To the extent there are any ambiguities in this Agreement, such ambiguities shall be construed in a manner that complies with Section 409A of the Code.