Common use of Timing of Payments and Section 409A Clause in Contracts

Timing of Payments and Section 409A. a) Notwithstanding anything to the contrary in this Agreement, if at the time of the Executive’s termination of employment, the Executive is a “specified employee”, any and all amounts payable under Section 6 on account of such “separation from service” that would (but for this Section 7(a)) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month period. b) For purposes of this Agreement, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A, and the term “specified employee” shall mean an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. c) Each payment made under this Agreement shall be treated as a “separate payment” and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. d) The Executive’s right to reimbursement for business expenses hereunder shall be subject to the following additional rules: (i) the amount of expenses eligible for reimbursement during any calendar year shall not affect the expenses eligible for reimbursement in any other taxable year, (ii) reimbursement shall be made not later than December 31 of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement is not subject to liquidation or exchange for any other benefit.

Timing of Payments and Section 409A. a) 1.8.1. Notwithstanding anything to the contrary in this Agreement, if at the time of the ExecutiveEmployee’s termination of employment, the Executive Employee is a “specified employee”,” as defined below, any and all amounts payable under this Section 6 1 on account of such “separation from service” , to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code (“Section 409A”) that constitute deferred compensation and would (but for this Section 7(a)provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month periodperiod or, if earlier, upon Employee’s death. b) 1.8.2. For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” shall be determined (as defined in a manner consistent with subsection (a)(2)(A)(iSection 1.409A-1(h) of Section 409Athe Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” shall mean means an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of under Treasury Regulation Section 409A.1.409A-1(i). c) 1.8.3. Each payment made under this Agreement shall be treated as a “separate payment” payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. d) The Executive’s right to 1.8.4. Any reimbursement for business expenses hereunder or provision of in-kind benefits that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) the amount of expenses eligible for reimbursement reimbursement, or the in-kind benefits to be provided, during any calendar taxable year shall not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year, ; (ii) reimbursement of the expense shall be made made, if at all, promptly, but not later than December 31 the end of the calendar year following the calendar year in which the expense was incurred, ; and (iii) the right to reimbursement is or to in-kind benefits shall not be subject to liquidation or exchange for any other benefit. 1.8.5. The parties hereto agree that their intent is that payments and benefits under this Agreement comply with or be exempt from Section 409A to the extent applicable. This Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

Timing of Payments and Section 409A. a) 1.8.1 Notwithstanding anything to the contrary in this Agreement, if at the time of the Executive’s termination of employment, the Executive is a “specified employee”,” as defined below, any and all amounts payable under this Section 6 1 on account of such “separation from service” , to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code (“Section 409A”) that constitute deferred compensation and would (but for this Section 7(a)provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6) month periodperiod or, if earlier, upon Executive’s death. b) 1.8.2 For purposes of this Agreement, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” shall be determined (as defined in a manner consistent with subsection (a)(2)(A)(iSection l.409A-l(h) of Section 409Athe Treasury regulations after giving effect to the presumptions contained therein), and the term “specified employee” shall mean means an individual determined by the Company to be a specified employee as defined in subsection (a)(2)(B)(i) of under Treasury regulation Section 409A.l.409A-l(i). c) 1.8.3 Each payment made under this Agreement shall be treated as a “separate payment” payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. d) The Executive’s right to 1.8.4 Any reimbursement for business expenses hereunder or provision of in-kind benefits that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) the amount of expenses eligible for reimbursement reimbursement, or the in­ kind benefits to be provided, during any calendar taxable year shall not affect the amount of expenses eligible for reimbursement reimbursement, or in-kind benefits to be provided, in any other taxable year, ; (ii) reimbursement of the expense shall be made he made, if at all, promptly, but not later than December 31 the end of the calendar year following the calendar year in which the expense was incurred, ; and (iii) the right to reimbursement is or to in-kind benefits shall not be subject to liquidation or exchange for any other benefit. 1.8.5 The parties hereto agree that their intent is that payments and benefits under this Agreement comply with or be exempt from Section 409A to the extent applicable. This Agreement shall be interpreted to comply with or be exempt from Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.