Section 409A Limit

Section 409A Limit. Will mean the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Company's taxable year preceding the Company's taxable year of Executive's termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the... Code for the year in which Executive's employment is terminated. View More

Section 409A Limit. The lesser of two (2) times: (i) Employee's annualized compensation based upon the annual rate of pay paid to Employee during the Company's taxable year preceding the Company's taxable year of Employee's termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the... year in which Employee's employment is terminated. View More

Section 409A Limit. The lesser of two times: (i) your annualized compensation based upon the annual rate of pay paid to you during the taxable year preceding your taxable year in which your termination of employment occurs, as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any guidance issued with respect thereto or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year... in which your employment is terminated. View More

Section 409A Limit. For purposes of this Agreement, "Section 409A Limit" will mean two (2) times the lesser of: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's taxable year preceding the Executive's taxable year of his or her separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account... under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive's separation from service occurred. View More

Section 409A Limit. Will mean two (2) times the lesser of: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's taxable year preceding the Executive's taxable year of Executive's separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section... 401(a)(17) of the Internal Revenue Code for the year in which Executive's separation from service occurred. -8- 10. Reaffirmation. Executive agrees and acknowledge that fulfillment of the obligations contained in Executive's Proprietary Information and Inventions Agreement (the "PIIA") are necessary to protect the Company's Intellectual Property Rights (as defined in the PIIA) and to preserve the Company's value and goodwill. Executive further acknowledges the time, geographic and scope limitations of the obligations not to compete and not to interfere under the PIIA are reasonable, especially in light of the Company's desire to protect its Proprietary Information, and that Executive will not be precluded from gainful employment if Executive is obligated not to compete or interfere with the Company pursuant to the terms of the PIIA. View More

Section 409A Limit. For the purposes of this Agreement, "Section 409A Limit" means the lesser of two (2) times: (i) the Executive's annualized compensation based upon the Executive's annual rate of pay (unless otherwise defined by applicable guidance issued by the Internal Revenue Service after the date of this Agreement, "annual rate of pay" shall include base salary and bonus compensation) paid to Executive during the Company's taxable year preceding the Company's taxable year during which such termination of... employment occurs; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) for the year in which the Executive's employment is terminated. View More

Section 409A Limit. For purposes of this Agreement, "Section 409A Limit" means the lesser of two (2) times: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Company's taxable year preceding the Company's taxable year of Executive's termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a... qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive's employment is terminated. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. View More

Section 409A Limit. Will mean two (2) times the lesser of: (i) Executive's annualized compensation based upon the annual rate of pay paid to Executive during the Executive's taxable year preceding the Executive's taxable year of Executive's termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a... qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive's employment is terminated. -6- 7. Successors. (a) The Company's Successors. Any successor to the Company (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company's business and/or assets will assume the obligations under this Agreement and agree expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to perform such obligations in the absence of a succession. For all purposes under this Agreement, the term "Company" will include any successor to the Company's business and/or assets which executes and delivers the assumption agreement described in this Section 7(a) or which becomes bound by the terms of this Agreement by operation of law. (b) Executive's Successors. The terms of this Agreement and all rights of Executive hereunder will inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. View More

Section 409A Limit. The lesser of (i) $490,000 (or such other amount equal to two times the applicable limit under Code Section 401(a)(17) for the year in which the Termination Date occurs) or (ii) two times the Participant's annualized compensation as defined in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) for the calendar year that precedes the year of the Termination Date