Code Section 409a Compliance Contract Clauses (553)

Code Section 409a Compliance. To the extent that Section 409A of the Code or the related regulations and Treasury pronouncements ("Section 409A") is applicable to the Grantee in connection with the Award, if any provision of this Agreement would result in the imposition of an excise tax under Section 409A, that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement. ***** Schedule I to Liberty TripAdvisor... Holdings, Inc. Restricted Stock Award Agreement Grant Date: ____________, 20___ Issuer/Company: Liberty TripAdvisor Holdings, Inc., a Delaware corporation Plan: Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) Plan Administrator: The Board of Directors of the Company Common Stock: Series A Common Stock Vesting Percentage: 100% Vesting Date: ________, 20__ Company Notice Address: Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: General Counsel 7 EX-10.24 3 ltrp-20151231ex1024a8a71.htm EX-10.24 LTRP_Ex10-24 Exhibit 10.24 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made as of the date set forth on Schedule I hereto (the "Grant Date"), by and between the issuer identified in Schedule I hereto (the "Company"), and the recipient (the "Grantee") of an Award of Restricted Shares granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement. The Company has adopted the incentive plan identified on Schedule I hereto (as has been or may hereafter be amended, the "Plan"), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible persons as specified in the Plan. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan. Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to award shares of common stock to the Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee with additional remuneration for services rendered, to encourage the Grantee to remain in the service or employ of the Company or its Subsidiaries and to increase the Grantee's personal interest in the continued success and progress of the Company. The Company and the Grantee therefore agree as follows: 1. Definitions. The following terms, when used in this Agreement, have the following meanings: "Cause" has the meaning specified as "cause" in Section 10.2(b) of the Plan. "Common Stock" has the meaning specified in Section 2. "Company" has the meaning specified in the preamble to this Agreement. "Grant Date" has the meaning specified in the preamble to this Agreement. "Grantee" has the meaning specified in the preamble to this Agreement. "Plan" has the meaning specified in Schedule I hereto. "Plan Administrator" has the meaning specified in the preamble to this Agreement. "Restricted Shares" has the meaning specified in Section 2. "Retained Distributions" has the meaning specified in Section 4. "Section 409(A)" has the meaning specified in Section 23. "Unvested Fractional Restricted Share" has the meaning specified in Section 5. "Vesting Date" has the meaning specified in Section 5. "Vesting Percentage" has the meaning specified in Section 5. View More

Code Section 409a Compliance. To the extent that Section 409A of the Code or the related regulations and Treasury pronouncements ("Section 409A") is applicable to the Grantee in connection with the Award, if any provision of this Agreement would result in the imposition of an excise tax under Section 409A, that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair a benefit under this Agreement. ***** Schedule I to Liberty TripAdvisor... Holdings, Inc. Restricted Stock Award Agreement Grant Date: ____________, 20___ Issuer/Company: Liberty TripAdvisor Holdings, Inc., a Delaware corporation Plan: Liberty TripAdvisor Holdings, Inc. 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015) Plan Administrator: The Board of Directors of the Company Common Stock: Series A Common Stock Vesting Percentage: 100% Vesting Date: ________, 20__ Company Notice Address: Liberty TripAdvisor Holdings, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 Attn: General Counsel 7 EX-10.24 3 ltrp-20151231ex1024a8a71.htm EX-10.24 LTRP_Ex10-24 Exhibit 10.24 RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made as of the date set forth on Schedule I hereto (the "Grant Date"), by and between the issuer identified in Schedule I hereto (the "Company"), and the recipient (the "Grantee") of an Award of Restricted Shares granted by the Plan Administrator (as defined in Schedule I hereto) as set forth in this Agreement. The Company has adopted the incentive plan identified on Schedule I hereto (as has been or may hereafter be amended, the "Plan"), a copy of which is attached via a link at the end of this online Agreement as Exhibit A and by this reference made a part hereof, for the benefit of eligible persons as specified in the Plan. Capitalized terms used and not otherwise defined in this Agreement will have the meanings ascribed to them in the Plan. Pursuant to the Plan, the Plan Administrator has determined that it would be in the interest of the Company and its stockholders to award shares of common stock to the Grantee, subject to the conditions and restrictions set forth herein and in the Plan, in order to provide the Grantee with additional remuneration for services rendered, to encourage the Grantee to remain in the service or employ of the Company or its Subsidiaries and to increase the Grantee's personal interest in the continued success and progress of the Company. The Company and the Grantee therefore agree as follows: 1. Definitions. The following terms, when used in this Agreement, have the following meanings: "Cause" has the meaning specified as "cause" in Section 10.2(b) of the Plan. "Common Stock" has the meaning specified in Section 2. "Company" has the meaning specified in the preamble to this Agreement. "Grant Date" has the meaning specified in the preamble to this Agreement. "Grantee" has the meaning specified in the preamble to this Agreement. "Plan" has the meaning specified in Schedule I hereto. "Plan Administrator" has the meaning specified in the preamble to this Agreement. "Restricted Shares" has the meaning specified in Section 2. "Retained Distributions" has the meaning specified in Section 4. "Section 409(A)" has the meaning specified in Section 23. "Unvested Fractional Restricted Share" has the meaning specified in Section 5. "Vesting Date" has the meaning specified in Section 5. "Vesting Percentage" has the meaning specified in Section 5. View More

Code Section 409a Compliance. Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute "deferred compensation" within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a "separation from service" (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ("Separation From Service"), unless the Company reasonably determines that such amounts may be... provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive's right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive's Separation From Service set forth herein and/or under any other agreement with the Company constitute "deferred compensation" under Section 409A and Executive is, on Executive's Separation From Service, a "specified employee" of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive's Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive's Separation From Service or (b) the date of Executive's death (such applicable date, the "Specified Employee Initial Payment Date"). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive's Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.4 "specified employee" (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company's normal payroll practices and no interest will be due on any amounts so deferred. View More

Code Section 409a Compliance. Notwithstanding anything set forth in this Agreement to the contrary, any payments and benefits provided pursuant to this Agreement which constitute "deferred compensation" within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a "separation from service" (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ("Separation From Service"), unless the Company reasonably determines that such amounts may be... provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. For the avoidance of doubt, it is intended that the payments and benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9) and this Agreement will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A and incorporates by reference all required definitions and payment terms. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A 2(b)(2)(iii)), Executive's right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Company (or, if applicable, the successor entity thereto) determines that any payments upon Executive's Separation From Service set forth herein and/or under any other agreement with the Company constitute "deferred compensation" under Section 409A and Executive is, on Executive's Separation From Service, a "specified employee" of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely, to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon Executive's Separation From Service shall be delayed until the earlier to occur of: (a) the date that is six months and one day after Executive's Separation From Service or (b) the date of Executive's death (such applicable date, the "Specified Employee Initial Payment Date"). On the Specified Employee Initial Payment Date, the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the payments upon Executive's Separation From Service that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the severance benefits had not been so delayed pursuant to this section and (B) commence paying the balance of the severance benefits in accordance with the applicable payment schedules set forth in this Agreement. None of the severance benefits under this Agreement will commence or otherwise be delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a Exhibit 10.4 "specified employee" (as described above) or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the Company's normal payroll practices and no interest will be due on any amounts so deferred. View More

Code Section 409a Compliance. (a) Where this Employment Agreement refers to Employee's termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code (the "Code") and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release, Employee will sign and return the... General Release within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, provided that the General Release is timely executed and returned to the Company and not revoked, on the first scheduled payment 6 date after such period ends. Each payment in respect of Employee's termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for Section 409A purposes. (c) If Employee is designated as a "specified Executive" within the meaning of Code Section 409A (while the Company is publicly traded), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee's termination of employment will be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee's termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee's beneficiary will be made as soon as reasonably practicable following Employee's death. The Company will identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section 8(c). In no event will the Company have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A. View More

Code Section 409a Compliance. (a) Where this Employment Agreement refers to Employee's termination of employment for purposes of receiving any payment, whether such a termination has occurred will be determined in accordance with Section 409A of the Internal Revenue Code (the "Code") and Treasury Regulation Section 1.409A-1(h) (or any successor provisions) to the extent required by law. (b) To the extent that benefits under Section 6 are contingent upon Employee providing a General Release, Employee will sign and return the... General Release within the reasonable time period designated by the Company, which will not be more than 45 days. If the period for Employee to review a General Release plus any revocation period crosses calendar years, payments contingent upon the Release will be made in the later calendar year. Any payments contingent upon the General Release that would otherwise be made during the period for review and revocation of the General Release will be made, provided that the General Release is timely executed and returned to the Company and not revoked, on the first scheduled payment 6 date after such period ends. Each payment in respect of Employee's termination of employment under Section 6 of the Employment Agreement is designated as a separate payment for Section 409A purposes. (c) If Employee is designated as a "specified Executive" within the meaning of Code Section 409A (while the Company is publicly traded), any deferred compensation payment subject to Section 409A to be made during the six-month period following Employee's termination of employment will be withheld and the amount of the payments withheld will be paid in a lump sum, without interest, during the seventh month after Employee's termination; provided, however, that if Employee dies prior to the expiration of such six month period, payment to Employee's beneficiary will be made as soon as reasonably practicable following Employee's death. The Company will identify in writing delivered to Employee any payments it reasonably determines are subject to delay under this Section 8(c). In no event will the Company have any liability or obligation with respect to taxes for which Employee may become liable as a result of the application of Code Section 409A. View More

Code Section 409a Compliance. To the extent that a payment or benefit under this Agreement is subject to Code Section 409A, it is intended that this Agreement as applied to that payment or benefit comply with the requirements of Code Section 409A, and the Agreement shall be administered and interpreted consistent with this intent.

Code Section 409a Compliance. To the extent that a payment or benefit under this Agreement is subject to Code Section 409A, it is intended that this Agreement as applied to that payment or benefit comply with the requirements of Code Section 409A, and the Agreement shall be administered and interpreted consistent with this intent.