Code Section 409a Clause Example with 23 Variations from Business Contracts
This page contains Code Section 409a clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Code Section 409a. This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement m...ay only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation from Service"). Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive during the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day of the seventh month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year.View More
Variations of a "Code Section 409a" Clause from Business Contracts
Code Section 409a. This To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RS...Us may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to meet the RSUs, or (b) comply with the requirements of Section 409A of the Code, Code and related Department of Treasury guidance; provided, however, that this Section 16 shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether not create any obligation on the part of the Severance Benefit Company or otherwise, is intended any Related Entity to be a separate payment for adopt any such amendment, policy or procedure or take any such 6 other action. For purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All any right to a series of payments of nonqualified deferred compensation subject pursuant to Section 409A to be made upon a termination of employment under this Agreement may only shall be made upon the Executive's "separation from service" (within the meaning treated as a right to a series of Section 409A of the Code) (a "Separation from Service"). separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, amounts shall be paid to the Executive Participant under this Agreement during the six-month period following the Executive's Separation Participant's "separation from Service if service" to the Corporation extent that the Committee determines that the Participant is a "specified employee" (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(B)(i) of the Code. 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting being subject to such additional taxes), the Company shall pay to the Participant in a prohibited distribution, including as a result of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount all amounts that would have otherwise been payable to the Executive Participant during such period. To the extent that any payments or reimbursements provided to the Executive six-month period under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. Agreement. View More
Code Section 409a. This (a)To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any... compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 13 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment state or local law. (b)Any right under this Agreement may only to a series of installment payments shall be made upon the Executive's "separation from service" (within the meaning treated as a right to a series of Section 409A of the Code) (a "Separation from Service"). separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive Employee during the six-month six (6)-month period following Employee's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's Employee's death), the Corporation Company shall pay the Executive Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive Employee during such period. To period (without interest). (c)To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive Employee under this Agreement are deemed to constitute compensation to the Executive "deferred compensation" to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be made on paid or before the last day reimbursed reasonably promptly, but in no event later than December 31st of the calendar year following the calendar year in which the relevant expense or benefit is was incurred. The amount of expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the payments or expenses or benefits that are eligible for reimbursement, payment or provision reimbursement in any other calendar year. taxable year, and Employee's right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit. Exhibit 10.8(c) 13. Confidentiality of Separation Agreement. Employee has agreed that, except as may be required by law, neither Employee nor any member of Employee's family, nor anyone employed by Employee or under Employee's authority or control, shall disclose to any individual or entity the terms of this Agreement or the circumstances of Employee's separation from the Company; provided, however, that the foregoing shall not prohibit Employee from (i) disclosing the terms and conditions of this Agreement to Employee's attorneys, tax advisors, accountants and/or immediate family members (collectively, "Employee's Confidants"), on a need to know basis only, provided that Employee informs Employee's Confidants of this Section 14 and they agree to keep any such disclosed information strictly confidential, or (ii) disclosing any information to the extent that such a prohibition violates the NLRA or other applicable law. In the event any such disclosure is made in violation of this Section 14, any outstanding obligations of the Company hereunder shall immediately terminate, and any payments previously made by the Company hereunder shall be returned to the Company. Employee understands and agrees that this Section 14 is a material provision of this Agreement and that any breach of this Section 14 by Employee or Employee's Confidants shall be a material breach of this Agreement. View More
Code Section 409a. This (a) To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that an...y compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 13 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment state or local law. 8 (b) Any right under this Agreement may only to a series of installment payments shall be made upon the Executive's "separation from service" (within the meaning treated as a right to a series of Section 409A of the Code) (a "Separation from Service"). separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive Employee during the six-month six (6)-month period following Employee's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's Employee's death), the Corporation Company shall pay the Executive Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive Employee during such period. period (without interest). (c) To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive Employee under this Agreement are deemed to constitute compensation to the Executive "deferred compensation" to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be made on paid or before the last day reimbursed reasonably promptly, but in no event later than December 31st of the calendar year following the calendar year in which the relevant expense or benefit is was incurred. The amount of expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the payments or expenses or benefits that are eligible for reimbursement, payment or provision reimbursement in any other calendar year. taxable year, and Employee's right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit. View More
Code Section 409a. This a.To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that any ...compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 12 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment state or local law. b.Any right under this Agreement may only to a series of installment payments shall be made upon the Executive's "separation from service" (within the meaning treated as a right to a series of Section 409A of the Code) (a "Separation from Service"). separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive Employee during the six-month six (6)-month period following Employee's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's Employee's death), the Corporation Company shall pay the Executive Employee a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive Employee during such period. To period (without interest). c.To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive Employee under this Agreement are deemed to constitute compensation to the Executive "deferred compensation" to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be made on paid or before the last day reimbursed reasonably promptly, but in no event later than December 31st of the calendar year following the calendar year in which the relevant expense or benefit is was incurred. The amount of expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the payments or expenses or benefits that are eligible for reimbursement, payment or provision reimbursement in any other calendar year. taxable year, and Employee's right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit. View More
Code Section 409a. This (a) To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the date of this Agreement (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the date of this Agreement, the Company de...termines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 9 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Code, including Treasury Regulation 1.409A-2(b)(2). calendar year in which the payment event (such as termination of service) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment service under this Agreement may only be made upon the Executive's Consultant's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation from Service"). 409A). (c) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive Consultant during the six-month period following Consultant's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier 4 date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's Consultant's death), the Corporation Company shall pay the Executive Consultant a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive Consultant during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. period (without interest). View More
Code Section 409a. This (a) To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that an...y compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 14 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment state or local law. (b) Any right under this Agreement may only to a series of installment payments shall be made upon the Executive's "separation from service" (within the meaning treated as a right to a series of Section 409A of the Code) (a "Separation from Service"). separate payments. Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive during the six-month period following Executive's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's death), the Corporation Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. period (without interest). (c) To the extent that any payments reimbursements or reimbursements provided in-kind benefits due to the Executive under this Agreement are deemed to constitute compensation to the Executive "deferred compensation" to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, any such amounts reimbursements or in-kind benefits shall be made on paid or before the last day reimbursed reasonably promptly, but in no event later than December 31st of the calendar year following the calendar year in which the relevant expense or benefit is was incurred. The amount of expenses or benefits any such payments eligible for reimbursement, payment or provision during a calendar reimbursement in one year shall not affect the 6 Exhibit 10.2the payments or expenses or benefits that are eligible for reimbursement, payment or provision reimbursement in any other calendar year. taxable year, and Executive's right to such payments or reimbursements of any such expenses shall not be subject to liquidation or exchange for any other benefit.15. Survival. Section 8 (Protection of Confidential Information), Section 9 (Non-Disparagement), Section 10 (Exceptions), Section 11 (Ongoing Cooperation), Section 12 (Arbitration) and Section 13 (Independent Contractor) hereof shall survive any termination of this Agreement and shall continue in effect.16. Governing Law. This Agreement shall be construed under the laws of the State of California, both procedural and substantive. View More
Code Section 409a. (a) In General. This Agreement Agreement, and all payments made or to be made hereunder, is intended to meet the requirements of Section 409A of the Code, Internal Revenue Code of 1986, as amended (the "Code"), and shall be administered, interpreted and construed consistent with that intent. Each However, the Executive acknowledges that he bears the entire risk of any adverse federal and state tax consequences and penalty taxes in the event any payment provided hereunder, whether part of the Sev...erance Benefit or otherwise, pursuant to this Agreement is intended deemed to be a separate payment for purposes of subject to but not in compliance with Section 409A and that no representations have been made to the Executive relating to the tax treatment of any payment pursuant to this Agreement under Section 409A and the Code, including Treasury Regulation 1.409A-2(b)(2). All payments corresponding provisions of any applicable State income taxation law. To the extent any nonqualified deferred compensation payment to the Executive could be paid in one or more of the Executive's taxable years depending upon the Executive completing certain employment-related actions, then any such payments will commence or occur in the later taxable year to the extent required by Code Section 409A. 11 (b) Payments subject to Section 409A 409A. Notwithstanding any other provision of this Agreement, to be made upon a termination the extent that the right to any payment (including the provision of employment under this Agreement may only be made upon benefits) hereunder provides for the Executive's "separation from service" (within "deferral of compensation" within the meaning of Section 409A 409A(d)(1) of the Code) (a Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's Separation from Service (the "Separation Date"), and if an exemption from Service"). Notwithstanding anything to the contrary in this Agreement, six (6) month delay requirement of Code Section 409A(a)(2)(B)(i) is not available, then no compensation such payment shall be made or benefits, including without limitation commence during the period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result end of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed Each payment hereunder is intended to constitute compensation to the Executive to which a separate payment from each other payment for purposes of Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts 1.409A-2(b)(2). (ii) Payments with respect to reimbursements of expenses or benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. If the timing of any payment subject to Code Section 409A could occur in one or more tax years depending on the Executive's employment-related actions, then such payment will be made as soon as possible in the later tax year. View More
Code Section 409a. This (a) To the extent applicable, this Agreement is shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, "Section 409A"). Notwithstanding any provision of this Agreement to the contrary, in the event that following the Effective Date, the Company determines that an...y compensation or benefits payable under this Agreement may be subject to Section 409A, the Company may adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Company determines are necessary or appropriate to preserve the intended tax treatment of the compensation and benefits payable hereunder, including without limitation actions intended to meet (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A of the Code, 409A, provided, however, that this Section 10 does not, and shall not be interpreted and construed consistent with that intent. Each payment provided hereunder, whether so as to, create any obligation on the part of the Severance Benefit Company to adopt any such amendments, policies or otherwise, is intended procedures or to take any other such actions. In no event shall the Company, its affiliates or any of their respective officers, directors or advisors be a separate payment liable for purposes of any taxes, interest or penalties imposed under Section 409A or any corresponding provision of state or local law. (b) Any right under this Agreement to a series of installment payments shall be treated as a right to a series of separate payments. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the Code, including Treasury Regulation 1.409A-2(b)(2). calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation from Service"). 409A). (c) Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any severance payments or benefits payable under Section 5.3, shall be paid to the Executive during the six-month period following Executive's "separation from service" with the Executive's Separation from Service Company (within the meaning of Section 409A) if the Corporation Company determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day of the seventh month following the date end of Separation from Service such six-month period (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result of the Executive's death), the Corporation Company shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. period (without interest). View More
Code Section 409a. (a) This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments (b) Notwithstanding any other provision of nonqualified this Agreement, to the extent that the right to any payment (includi...ng the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's Separation from Service (the "Separation Date"), then no payment of non-qualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation otherwise to be made as a result of the Executive's Separation from Service"). Notwithstanding anything to Service shall be made or commence during the contrary in this Agreement, no compensation or benefits, including without limitation period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date end of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result six-month period. (ii) Payments with respect to reimbursements of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments expenses or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. View More
Code Section 409a. (a) This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. Each payment provided hereunder, whether part of the Severance Benefit or otherwise, is intended to be a separate payment for purposes of Section 409A of the Code, including Treasury Regulation 1.409A-2(b)(2). All payments (b) Notwithstanding any other provision of nonqualified this Agreement, to the extent that the right to any payment (includi...ng the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: 11 (i) If the Executive is a "Specified Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date of the Executive's Separation from Service (the "Separation Date"), then no payment of non-qualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon the Executive's "separation from service" (within the meaning of Section 409A of the Code) (a "Separation otherwise to be made as a result of the Executive's Separation from Service"). Notwithstanding anything to Service shall be made or commence during the contrary in this Agreement, no compensation or benefits, including without limitation period beginning on the Separation Date and ending on the date that is six months following the Separation Date or, if earlier, on the date of the Executive's death. The amount of any severance payments or benefits payable under Section 5.3, shall payment that would otherwise be paid to the Executive during this period shall instead be paid to the six-month period following the Executive's Separation from Service if the Corporation determines that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then Executive on the first day of the seventh first calendar month following the date end of Separation from Service (or such earlier date upon which such amount can be paid under Section 409A without resulting in a prohibited distribution, including as a result six-month period. (ii) Payments with respect to reimbursements of the Executive's death), the Corporation shall pay the Executive a lump-sum amount equal to the cumulative amount that would have otherwise been payable to the Executive during such period. To the extent that any payments expenses or reimbursements provided to the Executive under this Agreement are deemed to constitute compensation to the Executive to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts benefits or provision of fringe or other in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense or benefit is incurred. The amount of expenses or benefits eligible for reimbursement, payment or provision during a calendar year shall not affect the expenses or benefits eligible for reimbursement, payment or provision in any other calendar year. View More
