7. Consultation with Legal Counsel; Entire Agreement. Employee acknowledges and
agrees that Employee has been provided a reasonable time to review this Agreement with legal counsel and to consider the terms and provisions of this Agreement. Both parties acknowledge and agree that they are voluntarily entering into this
Agreement, after consultation with their legal counsel if so desired. This Agreement (together with any equity agreements pursuant to which equity is granted to Employee) contains the entire agreement between Employee and the Company and may not be
amended except by written agreement of Employee and a duly authorized representative of the Company. This Agreement supersedes any and all prior agreements and understandings between Employee and the Company regarding any and all aspects of his
employment relationship with the Company and any of its affiliates, whether written or oral [, except those terms provided for in the Offer Letter dated , 2017 that are not
addressed herein]. To the extent there is any conflict between this Agreement and the Offer Letter, the terms of this Agreement shall control.
8. Withholding and Certain Tax Matters. Employee acknowledges and agrees that any or all
payments under this Agreement may be subject to reduction for tax and other required withholdings.
||Interpretation of Agreement. To the full extent possible, the terms of this Agreement shall be construed and administered so that no amount is includable in Employees gross income under Code Sec.
409A, and those sections of the Agreement relating to timing of payments shall be effective as of the Commencement Date of this Agreement. |
||Payment Schedule. Notwithstanding any provision of this Agreement, if the payment of any amount under this Agreement would cause an amount to be included in Employees gross income under
Section 409A of the Internal Revenue Code because the timing of such payment is not delayed as provided in Section 409A(a) (2) (B) of the Internal Revenue Code, then any such payments that Employee would otherwise be entitled to during the
first six months following the date of Employees separation from service shall be accumulated and paid on the date that is six months after the date of Employees termination of employment (or if such payment date does not fall on a
business day of the Company, the next following business day of the Company), or such earlier date upon which such amount can be paid without causing any amount to be included in Employees gross income under Section 409A of the Internal
Revenue Code. |
Tax Gross-up Payment. In the event that any amount arising
from Section 4(d) of this Agreement is includable in Employees gross income under Code Sec. 409A as the result of the terms of this Agreement and/or the administration of those terms (the Included Amount), then
the Company shall pay to Employee an amount equal to the 20% additional tax imposed under Code Sec. 409A on the Included Amount, together with any underpayment penalties and interest (the Additional Tax) resulting from the
inclusion of the Included Amount. The Company also will pay Employee an additional amount necessary to gross up Employee for additional income taxes on the Additional Tax payment, on the earlier of (a) the
Employment Agreement of