Common use of IRC 409A Clause in Contracts

IRC 409A. This letter Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b) (4) and be exempt from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (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, 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

IRC 409A. This letter Agreement agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b) (41.409A-1(b)(4) and be exempt from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, , (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, 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 clauseclause (ii) 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 (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Section 409A of the Code, your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under the letter agreement that is considered non-qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year.

IRC 409A. This letter Agreement is intended to comply with satisfy the short-term deferral rule under Treasury Regulation requirements of Section 1.409A-1(b409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions. To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall automatically be exempt modified in a manner that, in the good-faith opinion of the Company, brings the provisions into compliance with those requirements while preserving as closely as possible the original intent of the provision. Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits shall be paid to Executive during the six (6) month period following Executive's separation from service to the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under Section 409A of the Code, and in which case such amounts shall be construed and interpreted paid at the time or times indicated in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordinglythis Section. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for If the payment of any such amounts or benefits upon or following are delayed as a termination of employment that are considered “nonqualified deferred compensation” under Section 409A result of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code andprevious sentence, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed then on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately first day following the expiration end of the such six (6)-month period measured from 6) month period, the date of such “separation from service” of you, and (B) Company will pay Executive a lump-sum amount equal to the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they cumulative amount that would have otherwise been payable in a single sum or in installments in the absence of to Executive during such delaysix (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be paid made on or reimbursed to you before the last day of the Employees taxable year following the taxable year in a lump sum, and which the expense was incurred by the Employee. The amount of any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides expenses eligible for reimbursement or the amount of costs and expenses or any in-kind benefitsbenefits provided, except as permitted by Section 409A the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the Code, (i) the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefits benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit, (ii) . Each payment made under this Agreement shall be designated as a “separate payment” within the amount meaning of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be providedSection 409A. In addition, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Section 409A be subject to offset by any other taxable year, provided that the foregoing clauseamount unless otherwise permitted by Section 409A.

IRC 409A. This letter Agreement It is intended to that this Agreement shall comply with the short-term deferral rule under Treasury Regulation provisions of Section 1.409A-1(b) 409A of the Internal Revenue Code (4the “Code”) and be exempt from the Treasury regulations relating to Section 409A of the Code, or an exemption to Section 409A of the Code, and shall payments, rights and benefits may only be construed made, satisfied or provided under this Agreement upon an event and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of a manner permitted by Section 409A of the Code, it is intended to the extent applicable, so as not to subject the Employee to the payment of taxes and interest under Section 409A of the Code. In furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. Terms defined in this Agreement shall have the meanings given to such terms under Section 409A of the Code if and to the extent required in order to comply with Section 409A of the applicable rules with regard thereto and shall Code. All payments to be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits made upon or following a termination of employment that are considered under this Agreement may only be made upon a “nonqualified deferred compensationseparation from service” under Section 409A of the Code unless such termination Code. Notwithstanding any provision of this Agreement to the contrary, if the Employee is also a “specified employee” as defined in Section 409A of the Code, the Employee shall not be entitled to any payments upon separation of service until the earlier of (1) the date that is six months after the date of separation from serviceservice for any reason other than death, or (2) the date of the Employee’s death. The provisions of this Section 13 shall apply only if required for the Employee to avoid income inclusion and penalties under Section 409A of the Code. Any payments that qualify for the “short-term deferral” within the meaning of exception, involuntary termination exception, or another exception under Section 409A of the Code and, for shall be paid under the applicable exception. For purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed the limitations on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B) of the Code, then with regard to any payment that is considered non-qualified nonqualified deferred compensation under Section 409A of the Code payable on account Code, each payment of a “separation from service,” such payment or benefit compensation under this Agreement shall be made or provided at treated as a separate payment of compensation for purposes of applying the date which is the earlier of (A) the date that is immediately following the expiration Section 409A of the six (6)-month period measured from Code deferral election rules and the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration exclusion under Section 409A of the Delay Period, all Code for certain short-term deferral amounts. No payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due made under this letter agreement shall Agreement may be paid accelerated or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, deferred except as specifically permitted by under Section 409A of the Code, (i) . In no event may the right to reimbursement Employee, directly or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) indirectly, designate the amount calendar year of expenses eligible for reimbursement, 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 clausepayment under this Agreement.

IRC 409A. This letter Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b) (41.409A-1(b)(4) and be exempt from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, , (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, 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 clauseclause (ii) 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 (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Section 409A of the Code, your right to receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under the letter agreement that is considered non-qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall overlap two calendar years, no amount of such severance shall be paid in the earlier calendar year.

IRC 409A. This letter Agreement is intended to comply with the short-term deferral rule under Treasury Regulation Section 1.409A-1(b) (41.409A-1(b)(4) and be exempt from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordingly. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter agreementletter, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such your “separation from service” of you”, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides for reimbursement For purposes of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Code, (i) the , your right to reimbursement receive any installment payments pursuant to this letter shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or inindirectly, designate the calendar year of any payment to be made under this letter that is considered non-kind benefits qualified deferred compensation. In the event the time period for considering any release and it becoming effective as a condition of receiving severance shall not be subject to liquidation or exchange for another benefit, (ii) the overlap two calendar years, no amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year such severance shall not affect be paid in the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable earlier calendar year, provided that the foregoing clause.

IRC 409A. This letter Agreement is intended to comply with meet the short-term deferral rule under Treasury Regulation Section 1.409A-1(b) (4) and be exempt from Section 409A of the Code, and shall be construed and interpreted in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning requirements of Section 409A of the CodeIRC, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordinglyand construed consistent with that intent. Notwithstanding any other provision of this Agreement, for purposes of any provision of this Agreement providing for the payment of any amounts or the provision of any benefits to the Executive hereunder that is considered to be “deferred compensation” subject to Section 409A of the IRC upon or following a termination of employment: (i) A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code IRC and, for purposes of any such provision of this letter agreementAgreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” ” (ii) If you are deemed on the date of termination to be Executive is a “specified employee” within the meaning of that term under Section 409A (a) (2) (B409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable IRC on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such the Employee’s “separation from service” of you(the “Separation Date”), then no such payment shall be made or commenced and (B) no such benefits shall be provided during the period beginning on the Separation Date and ending on the date that is six months and one day following the Separation Date or, if earlier, on the date of your death (the “Delay Period”Executive’s death, if making such payment and providing such benefits during such period would result in Executive being subject to the additional taxes imposed under Section 409A(a)(1). Upon the expiration The amount of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they any payment or benefit that would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with to the normal payment dates specified for them herein. With regard Executive during this period shall instead be paid or provided to any provision herein the Executive on the first business day following the date that provides for reimbursement of costs is six months and expenses or in-kind benefitsone day following the Separation Date or, except as permitted by Section 409A if earlier, the date of the Code,Executive’s death. (iiii) Payments with respect to reimbursements of expenses shall be made promptly, but in any event on or before the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or reimbursement and the amount of in-kind benefits, benefits provided during any taxable a calendar year shall not affect the expenses eligible for reimbursement, reimbursement or the amount of in-kind benefits to be provided, provided in any other taxable calendar year. (iv) Notwithstanding the forgoing provisions of this Section 7.1, if a determination is made by the Company or the IRS that the payment of any amount or the provision of any benefits to the Executive hereunder is subject to the additional tax and interest imposed by Section 409A of the IRC, or any interest or penalties with respect to such additional tax (collectively the “409A Tax”), then Company shall make an additional payment to Executive (the “409A Tax Restoration Payment”) in an amount that shall be sufficient to pay any 409A Tax, all income taxes imposed on the 409A Tax Restoration Payment, any 409A Tax imposed on the 409A Tax Restoration Payment, and any interest or penalties imposed with respect to the 409A Tax or 409A Tax Restoration Payment, provided that in no event shall the foregoing clausetotal 409A Tax Restoration Payments made under this Section 7.1(d) exceed $50,000.

IRC 409A. This letter Agreement is intended to comply with satisfy the short-term deferral rule under Treasury Regulation requirements of Section 1.409A-1(b409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions. To the extent that any provision of this Agreement fails to satisfy those requirements, the provision shall automatically be exempt modified in a manner that, in the good-faith opinion of the Company, brings the provisions into compliance with those requirements while preserving as closely as possible the original intent of the provision. Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits shall be paid to Executive during the six (6) month period following Executive's separation from service to the extent that the Company and Executive mutually determine in good faith that paying such amounts at the time or times indicated in this Agreement would cause Executive to incur an additional tax under Section 409A of the Code, and in which case such amounts shall be construed and interpreted paid at the time or times indicated in accordance with such intent, provided that, if any severance provided at any time hereunder involves non-qualified deferred compensation within the meaning of Section 409A of the Code, it is intended to comply with the applicable rules with regard thereto and shall be interpreted accordinglythis Section. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for If the payment of any such amounts or benefits upon or following are delayed as a termination of employment that are considered “nonqualified deferred compensation” under Section 409A result of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code andprevious sentence, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed then on the date of termination to be a “specified employee” within the meaning of that term under Section 409A (a) (2) (B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately first day following the expiration end of the such six (6)-month period measured from 6) month period, the date of such “separation from service” of you, and (B) Company will pay Executive a lump-sum amount equal to the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they cumulative amount that would have otherwise been payable in a single sum or in installments in the absence of to Executive during such delaysix (6) month period. With respect to any reimbursements under this Agreement, such reimbursement shall be paid made on or reimbursed to you before the last day of the Employees taxable year following the taxable year in a lump sum, and which the expense was incurred by the Employee. The amount of any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. With regard to any provision herein that provides expenses eligible for reimbursement or the amount of costs and expenses or any in-kind benefitsbenefits provided, except as permitted by Section 409A the case may be, under this Agreement during any calendar year shall not affect the amount of expenses eligible for reimbursement or the Code, (i) the amount of any in-kind benefits provided during any other calendar year. The right to reimbursement or to any in-kind benefits benefit pursuant to this Agreement shall not be subject to liquidation or exchange for another any other benefit, (ii) . Each payment made under this Agreement shall be designated as a "separate payment" within the amount meaning of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be providedSection 409A. In addition, in no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Section 409A be subject to offset by any other taxable year, provided that the foregoing clauseamount unless otherwise permitted by Section 409A.