Common use of Nonqualified Deferred Compensation Clause in Contracts

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which the Company Group or any ERISA Affiliate makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has, since the inception of the Company, been operated and maintained in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code. No payment pursuant to any arrangement between the Company Group and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactions. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code. (ii) All Company Options have been authorized by the Company Board or an appropriate committee thereof, and, if required, approved by Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issued. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other Company Security (A) has an exercise price that has been or may be less than the fair market value of a share of the underlying stock as of the date such Company Option or right was granted as determined in accordance with Section 409A of the Code, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or right, or (C) has been granted with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder).

Nonqualified Deferred Compensation. (i) Each Except as set forth in Schedule 3.27(e) of the Company Disclosure Schedule, the Company is not a party to any Contract that is a “nonqualified deferred compensation plan” under which the Company Group or any ERISA Affiliate makes, is obligated to make or promises to make, payments subject to Section 409A of the Code. Each such nonqualified deferred compensation plan, if any, has, since the inception of the Company, has been operated and maintained in operational and documentary good faith compliance with Section 409A of the CodeCode from the period beginning January 1, 2005 through December 31, 2008, and in compliance with the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to promulgated under Section 409A from January 1, 2009 through the date of the Codethis Agreement. No payment pursuant to any arrangement between the Company Group and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) ), including, without limitation, the grant, vesting or exercise of any stock option, would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactions. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A consummation of the Codetransactions contemplated by this Agreement or otherwise. (ii) All Company Options have been appropriately authorized by the Company Board Company’s board of directors or an appropriate committee thereof, and, if required, approved by Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issued. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other equity of the Company Security (Ai) has an exercise price that has been or may be was less than the fair market value of a share of the underlying stock equity as of the date such Company Option or right was granted granted, as determined by the board of directors of the Company either in accordance with good faith (within the meaning of United States Treasury Regulation §1.421-1(c)) for purposes of incentive stock option grants or using a reasonable application of a reasonable valuation method (within the meaning of Section 409A of the CodeCode and the Guidance) for purposes of other stock option grants, (Bii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or rightrights, or (Ciii) has been granted with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder).

Nonqualified Deferred Compensation. (i) Each Company Benefit Arrangement that constitutes in any part a “nonqualified deferred compensation plan” under which within the Company Group or any ERISA Affiliate makes, is obligated to make or promises to make, payments subject to meaning of Section 409A of the Code, if any, has, since the inception of the Company, Code has been operated and maintained in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the CodeCode and the document or documents that evidence each such plan have, since the incorporation of the Company, conformed to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between the Company Group or any of its Subsidiaries and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code. (ii) All Company Options have been authorized by the board of directors of the Company Board or an appropriate committee thereof, and, if required, approved by stockholders of the Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issuedqualifies. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other equity of the Company Security (A) has an exercise price that has been or may be less than the fair market value of a share of the underlying stock as of the date such Company Option or right was granted as determined in accordance with Section 409A of the Code, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or right, or (C) has been granted with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder).

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which the Company Group or any ERISA Affiliate makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has, since the inception of the Company, has been operated and maintained in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the CodeCode and the document or documents that evidence each such plan have conformed to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between the Company Group and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code. (ii) All Company Options have been authorized by the board of directors of the Company Board or an appropriate committee thereof, and, if required, approved by stockholders of the Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issuedqualifies. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other equity of the Company Security (A) has an exercise price that has been or may be less than the fair market value of a share of the underlying stock as of the date such Company Option or right was granted as determined in accordance with Section 409A of the Code, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or right, or (C) has been granted with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder).

Nonqualified Deferred Compensation. (i) Each “nonqualified deferred compensation plan” under which any of the Company Group or any ERISA Affiliate Acquired Companies makes, is obligated to make or promises to make, payments subject to Section 409A of the Code, if any, has, since the inception of the Company, been operated and maintained is in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the CodeCode and the document or documents that evidence each such plan conforms to the provisions of Section 409A of the Code and the Treasury Regulations thereunder. No payment pursuant to any arrangement between any of the Company Group Acquired Companies and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactionsconsummation of the transactions contemplated by this Agreement or otherwise. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A of the Code. (ii) All Company Options have been authorized by the board of directors of the Company Board or an appropriate committee thereof, and, if required, approved by stockholders of the Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issuedqualifies. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other Company Security equity of any of the Acquired Companies (A) has an exercise price that has been or may be less than the fair market value of a share of the underlying stock as of the date such Company Option or right was granted as determined in accordance with Section 409A of the Code, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or right, or (C) has been granted with respect to any class of stock of any of the Company Acquired Companies that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder). The Company has, or will have as at the Closing Date, entered into joint elections with all holders of enterprise management incentive options under the Company’s Stock Plan for such holders to assume (to the extent legally permissible) the liability for any employer’s National Insurance contributions arising in respect of the exercise or settlement of such options.

Nonqualified Deferred Compensation. (i) Each The Company is not a party to any contract, agreement or arrangement that is a “nonqualified deferred compensation plan” under which the Company Group or any ERISA Affiliate makes, is obligated to make or promises to make, payments subject to Section 409A of the Code. Each such nonqualified deferred compensation plan, if any, has, since the inception of the Company, has been operated and maintained in operational and documentary compliance with Section 409A of the Code, and the applicable Treasury Regulations and IRS guidance thereunder so as to avoid any Tax pursuant to Section 409A of the Code. No Code and the document or documents that evidence each such plan have, since December 31, 2008, conformed to the provisions of Section 409A of the Code and the Treasury Regulations ▇▇▇▇▇▇▇▇▇▇.▇▇ payment pursuant to any arrangement between the Company Group and any “service provider” (as such term is defined in Section 409A of the Code and the Treasury Regulations thereunder) would subject any Person to a Tax pursuant to Section 409A of the Code, whether pursuant to the Contemplated Transactions. No Company Benefit Arrangement or other Contract provides a gross-up, reimbursement or other indemnification for any Tax or related interest or penalty that may be imposed for failure to comply with the requirements of Section 409A consummation of the Codetransactions contemplated by this Agreement or otherwise. (ii) All Company Options have been appropriately authorized by the Company Board or an appropriate committee thereof, and, if required, approved by Company Shareholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Company Option exercise price and the substantive option terms. Each , and have been granted pursuant to a Company Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualified when issuedStock Plan. No Company Option has been retroactively granted, or the exercise price of any Company Option determined retroactively. No Company Option or other right to acquire Company Common Stock or other equity of the Company Security (A) has an exercise price that has been or may be less than the fair market value of a share of the underlying stock as of the date such Company Option or right was granted as determined in accordance with Section 409A of the Code, (B) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such Company Option or rightrights, or (C) has been granted with respect to any class of stock of the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code and the Treasury Regulations thereunder).