Common use of Section 409A1 Clause in Contracts

Section 409A1. 19.1 If and to the extent that any payment or benefit under this Agreement, or any plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A of the Code (“Section 409A”) and is payable to the Executive by reason of his termination of employment, then (a) such payment or benefit shall be made or provided to the Executive only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if the Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of the Executive’s separation from service (or earlier death) and the first payment will also include a catch-up payment equal to any amounts that would have been payable to the Executive during such six month period, in accordance with the Company’s then prevailing payroll policies. Any such payment or benefit shall be treated as a separate payment for purposes of Section 409A to the extent Section 409A applies to such payments. 19.2 To the extent any expense reimbursement is determined to be subject to Section 409A, the amount of any such expenses eligible for reimbursement in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except under any lifetime limit applicable to expenses for medical care), and in no event shall any expenses be reimbursed after the last day of the 1 Applicable to EVPs subject to U.S. taxation. calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement be subject to liquidation or exchange for another benefit.