Common use of Section 409A Matters Clause in Contracts

Section 409A Matters. (i) Each Company Employee Plan or Employee Agreement that is a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code) subject to Section 409A of the Code (“Section 409A”) has been in material documentary and operational compliance with Section 409A. To the extent required, the Company and each Subsidiary has properly reported and/or withheld and remitted on amounts deferred under any Company nonqualified deferred compensation plan subject to Section 409A of the Code. There is no Contract, agreement, plan or arrangement to which the Company or any Subsidiary is a party covering any Employee, which individually or collectively could reasonably be expected to require the Company or any of its Subsidiaries to pay a Tax gross up payment to, or otherwise indemnify or reimburse, any Employee for Tax-related payments under Section 409A. (ii) No Company Option or other stock right (as defined in the U.S. Treasury Department Regulation 1.409A 1(1)) (A) has an exercise price that is less than the fair market value of the underlying equity as of the date such option or right was granted, (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 option or rights, or (C) has been granted after December 31, 2004, with respect to any class of shares of the Company that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A).