409a Contract Clauses (175)

409a. Notwithstanding any other provisions of this Agreement or the Plan, this RSU shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is reasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Class A Shares under this Agreement may not be made at the time contemplated hereunder without causing the Partic...ipant to be subject to taxation under Section 409A of the Code (including due to the Participant's status as a "specified employee" within the meaning of Section 409A of the Code), the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. View More

409a. This Agreement is intended to comply with Section 409A, to the extent applicable, or an exemption thereunder, and will be construed and administered in accordance with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on acc...ount of non-compliance with Section 409A. Page 7Kevin G. JacksonNovember 13, 2019We thank you for your service and wish you much success in the future. Very Truly Yours,THE J. M. SMUCKER COMPANY/s/ Mark T. SmuckerMark T. SmuckerPresident and Chief Executive Officer You expressly represent that you have read and fully understand the terms and significance of this Agreement and execute it knowingly and voluntarily and that you understand that this Agreement has binding legal effect. /s/ KGJEmployee's InitialsAccepted and agreed this27thday ofDecember, 2019/s/ Kevin G. JacksonKevin G. Jackson EX-10.1 2 sjm-20200131x10qex101.htm EX-10.1 Document Exhibit 10.1 CONFIDENTIALNovember 13, 2019VIA HAND DELIVERY Kevin G. JacksonRE: Separation from EmploymentDear Kevin: As we have discussed, your employment with The J. M. Smucker Company (the "Company") will end effective December 6, 2019 ("Separation Date"). However, you will cease being an Elected Officer of the Company on, and your last day in the office will be, November 13, 2019, after which date you should not report to the office unless instructed otherwise in writing by the Company. While your last day in the office will be today, you are expected to: remain available upon request by the Company to provide transitional support through your Separation Date; ensure that your interactions and engagement with employees and third parties through your Separation Date are not disparaging and contribute to a positive rather than disruptive work environment; and adhere to the Company's policies, including the Basic Beliefs, through your Separation Date. In addition, should the Company accelerate your Separation Date because of a determination in its discretion that you have not met any of the conditions in this paragraph, you will not be eligible to receive the severance package described below. The severance package outlined below is to assist you with your transition to new employment. Please carefully review the terms of this letter agreement (the "Separation Agreement" or "Agreement") and the payments and benefits offered in it, as the severance is being offered to you in exchange for you agreeing to a waiver and release of claims. The "Waiver and Release Payments and Benefits" offered in Section 2 of this letter will remain open to you until the close of business on December 27, 2019. Any benefits provided to you as an employee of the Company will cease as of your Separation Date, except as may otherwise be provided under a particular plan. Assuming you are enrolled in the Company's health and welfare benefits plan as of your Separation Date, your medical benefits will continue through the end of the month during which your employment terminates. You will receive a separate letter from the Company's health plan administrator explaining your COBRA rights. View More

409a. The parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Internal Revenue Code (the "Code") Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent. The parties acknowledge and agree that Provider is an independent contractor for purposes of Code Section 409A and Treasury ...Regulation 1.490A-1(f)(2). Although the Company intends to administer this Agreement so that it will be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt form or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be liable to Provider (or any other individual claiming a benefit through Provider) for any tax, interest, or penalties Provider may owe as a result of compensation or benefits paid under this Agreement, and the Company and its affiliates shall have no obligation to indemnify or otherwise protect Provider from the obligation to pay any taxes pursuant to Code Section 409A or otherwise. View More

409a. The following provisions shall apply notwithstanding any other provisions herein to the contrary:6.1 Separation From Service. Any amount that (i) is payable upon termination of Executive's employment with the Company under any provision of this Agreement, and (ii) is subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), shall not be paid unless and until the Executive has Separated from Service. As used in this Agreement, the terms "Separa...ted from Service" and "Separation from Service" shall have the meaning specified in Treasury Regulation Section 1.409A-1(h).6.2 Specified Employee. If Executive is a "specified employee" (within the meaning of Section 409A) of Company at the time of his termination of employment and if payment of severance compensation to the Executive is on account of an "involuntary separation from service" (as defined in Treasury Regulation Section 1.409A-1(n)), Executive shall be paid such severance compensation during the six (6) month period immediately following the date of his Separation from Service as otherwise provided under Section 5 for such six -month period except that the total amount of such payments shall not exceed the lesser of the amount specified under (i) Treasury Regulation Section 1.409A-1(9)(iii)(A)(1) or (ii) Treasury Regulation Section 1.409A-1(9)(iii)(A)(2). To the extent such amounts otherwise payable during such six-month period exceed the amounts payable under the immediately preceding sentence, such excess amounts shall not be paid during such six-month period, but instead shall be paid in a single sum on the first regular payroll date of Company immediately following the six (6) month anniversary of the date of Executive's Separation from Service. If Executive is a specified employee and Executive's Separation from Service is not an involuntary separation from service as defined in Treasury Regulation Section 1.409A-1(n), then any severance compensation and any other amount due to Executive under this Agreement that is subject to Section 409A and that would otherwise have been paid during the six (6) month period immediately following the date of Executive's Separation from Service shall be paid in a single sum on the first payroll date of Company immediately following the six month anniversary of Executive's Separation from Service. Amounts, the payment of which are deferred under this Section, shall be increased by interest at the prime rate as of the date of Executive's Separation from Service as published in the Wall Street Journal from the date such amounts would have been paid but for this provision and such accumulated interest shall also be paid to the Executive on the first payroll date of Company immediately following the six month anniversary of Executive's Separation from Service.Notwithstanding the provisions of this Section 6, the Company has no responsibility or obligation to Executive with respect to any tax that may be incurred by Executive pursuant to Section 409A.6.3 Savings Clause. All payments under the Agreement are intended to be exempt from Section 409A as short-term deferrals. In the event that any provision of the Agreement is deemed to be subject to Section 409A, the Company shall operate the Agreement in accordance with the requirements set forth in Section 409A. If any provision of the Agreement does not comply with the requirements of Section 409A, the Company, in exercise of its sole discretion and without consent of the Executive, may amend or modify the Agreement in any manner to the extent necessary to meet the requirements of Section 409A.7. Death of Executive. In the event Executive dies before amounts are paid to him under this Agreement, such amounts shall be paid to his designated beneficiary or beneficiaries, or if there are no designated beneficiary or beneficiaries, to his estate. View More

409a. It is the intent of the parties that no payments be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). Notwithstanding the foregoing, Company does not guarantee, and none of Company or any person or entity released hereunder guarantee, that any payment hereunder complies with or is exempt from Section 409A of the Code and no such person or entity, nor their executives, directors, officers, employees, membe...rs or affiliates shall have any liability with respect to any failure of any payments or benefits herein to comply with or be exempt from Section 409A of the Code. Each payment or benefit hereunder will be a separate and distinct payment in a series of separate payments for purposes of Code Section 409A. I have read the Agreement, I accept and agree to the provisions it contains, and hereby execute it voluntarily with full understanding of its consequences. For the purpose of implementing a full, knowing and complete release and discharge of the parties, persons and entities released hereunder, Employee expressly acknowledges that the Agreement is intended to include in its effect, without limitation, all claims which Employee does not know or suspects to exist in Employee's favor at the time of execution hereof, and that the Agreement contemplates the extinguishment of any such claim. 8 Executed this 9th day of September, 2016. META FINANCIAL GROUP, INC. /s/ Ira D Frericks /s/ J. Tyler Haahr Employee J. Tyler Haahr, Chairman of the Board & Chief Executive Officer METABANK /s/ J. Tyler Haahr J. Tyler Haahr, Chief Executive Officer 9 EX-10.1 2 ex10_1.htm EXHIBIT 10.1 EXHIBIT 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement ("Agreement") made as of September 9, 2016 by and among Ira D. Frericks ("Employee"), an individual; Meta Financial Group, Inc., a Delaware corporation; and MetaBank, a federally chartered savings bank (Meta Financial Group, Inc. and MetaBank are each referred to herein as the "Company"). WHEREAS, Company and Employee have mutually determined to terminate Employee's employment with Company effective on September 9, 2016; and WHEREAS, the purpose of this Agreement is to provide certain benefits to Employee following separation of employment in exchange for a covenant not to sue and general release of all claims against Company; and WHEREAS, by executing this Agreement, Company does not admit that Employee possesses a legally valid claim or potential claim. Without admitting wrongdoing or liability, Company desires to enter into this Agreement to put to rest all potential controversies between the parties and to avoid the costs and expenses associated with defending any such claims or controversies. NOW, THEREFORE, in consideration of the covenants undertaken and the releases contained in this Agreement, Employee and Company agree as follows: 1. SEPARATION. Employee's separation from employment is effective on September 9, 2016 (the "Separation Date"). MetaBank shall pay Employee the Employee's base salary through the Separation Date. Employee acknowledges that he has no authority to bind Company either as an officer, employee or agent following the Separation Date. View More