| Notwithstanding anything else herein, Paragraph (A) above will not apply and, thus, the Additional Benefits will not become due and payable, unless you first execute a general release in a form reasonably satisfactory to the Company that provides, among other terms, a release and waiver of all known and unknown claims that you may then have against the Company or persons or companies affiliated with the Company. Such release must be signed and returned within the time set by Company, or as required by applicable law, and remain unrevoked for any revocation period required by applicable law. Compliance This Agreement is intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (“Section 409A”) to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) or otherwise. To the extent Section 409A is applicable to this Agreement, it is intended that this Agreement comply with the deferral, payout and other limitations, restrictions and requirements imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement will be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, with respect to any payments under this Agreement to which Section 409A applies, all references in this Agreement to the termination of the Employee’s employment or service are intended to mean the Employee’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i). In addition, if the Employee is a “specified employee,” within the meaning of Section 409A, then to the extent necessary to avoid subjecting the Employee to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following the Employee’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Employee during such period, but will instead be accumulated and paid to the Employee (or, in the event of the Employee’s death, the Employee’s estate) in a lump sum on the first business day after the earlier of (i) the date that is six months following the Employee’s separation from service or (ii) the Employee’s death. Withholdings The Company may deduct from any payment or, if requested by the Company, the Employee must pay to the Company, all taxes and other withholdings required to be withheld by federal, state or local governments in connection with any payments made under than this Agreement, no later than the date on which such withholding is required under applicable law. 1717 Doolittle Drive T +1 510.483.7370 San Leandro F +1 510.483.7371 California 94577 info@energyrecovery.com United States energyrecovery.com |
