Code Section 409a Clause Example with 9 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. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 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, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in ...a manner that complies with Section 409A. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as 7 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 you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If the severance benefits are not covered by one or more exemptions from the application of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs.View More
Variations of a "Code Section 409a" Clause from Business Contracts
Code Section 409a. It is intended that all of the severance benefits and other payments and benefits payable under this Agreement agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any... definitions hereunder) will be construed in a manner that complies with Section 409A. provisions. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement agreement (whether severance payments, reimbursements or otherwise) shall be treated as 7 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, agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) (a) the first date following expiration of the six-month period following measured from the date of your Separation from Service with the Company, (ii) (b) the date of your death or (iii) (c) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If All in-kind benefits provided and expenses eligible for reimbursement under this agreement shall be provided by the severance benefits are not covered Company or incurred by one or more exemptions from you during the application time periods set forth in this agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar taxable year following the taxable year in which the termination occurs. expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. - 4 - 11. Parachute Payments. If any payment or benefit received or to be received by you pursuant to this letter agreement or any other plan, arrangement or agreement including, but not limited to, the acceleration of vesting of options (the "Total Payments") would constitute (in whole or in part) an "excess parachute payment" within the meaning of Section 280G(b) of the Code, then the Company shall use best efforts to obtain a shareholder vote to prevent such Total Payments from being treated as "excess parachute payments" within the meaning of Section 280G(b) of the Code. If that vote cannot be obtained, then the amount of the Total Payments shall be reduced until the aggregate "present value" (as that term is defined in Section 280G(d)(4) of the Code) using the applicable federal rate (determined under Section 1274(d)of the Code) of the Total Payments is such that no part of the Total Payments constitutes an "excess parachute payment" within the meaning of Section 280G(b) of the Code; provided, however, that such a reduction shall be made only to the extent that it is to the benefit of you by increasing the present value (determined pursuant to economic principles rather than Section 280G(d)(4)) of the after-tax Total Payments. View More
Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), 1.409A- 1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent provisions. If not so exempt, this Agreement (and any definitions ...hereunder) will be construed in a manner that complies with Code Section 409A. 409A and incorporates by reference all required definitions and payment terms. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent if delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such the timing of the payments shall not upon a Separation from Service will be provided delayed as follows: on the earlier to you prior to the earliest occur of (i) the first date following expiration of that is six months and one day after the six-month period following the effective date of your Separation from Service with the Company, Service, and (ii) the date of the your death or (iii) such (such earlier date as permitted under Code Section 409A without date, the imposition "Delayed Initial Payment Date"), the Company will (A) pay to you a lump sum amount equal to the sum of adverse taxation. Upon the first business day following payments upon Separation from Service that you would otherwise have received through the expiration Delayed Initial Payment Date if the commencement of such applicable Code Section 409A(a)(2)(B)(i) period, all the payments deferred had not been delayed pursuant to this Paragraph shall be paid paragraph, and (B) commence paying the balance of the payments in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable agreement. payment schedules set forth above. No interest shall will be due on any amounts so deferred. If Notwithstanding anything to the severance contrary in this Agreement, you shall be responsible for any taxes imposed on the recipient of the compensation and benefits are not covered by one or more exemptions from the application of Code set forth in this Agreement including without limitation any taxes under Section 409A of the Code. 3 7. Non-Disparagement. During your employment and at all times thereafter, you shall not, directly or through any other Person make any public statements to the consideration press (whether orally, in writing, via electronic transmission, or otherwise) that disparage, denigrate or malign the Company; or (ii) any of the businesses, activities, operations, affairs, reputations or prospects of the Company; or (iii) any of the officers, employees, directors, managers, partners (general and revocation period limited), agents, members or shareholders of the Company. For purposes of clarification, and not limitation, a statement shall be deemed to disparage, denigrate or malign a Person if such statement could be reasonably construed to adversely affect the opinion any other Person may have or form of such first Person. The foregoing limitations shall not be violated by truthful statements made by you (a) to any governmental authority or (b) which are in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 response to legal process, or in the calendar year following the year connection with required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in which the termination occurs. connection with such proceedings). View More
Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) l.409A-l(b)(4), 1.409A-l(b)(5) and 1.409A-1(b)(9), l.409A-l(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and a...ny definitions hereunder) will be construed in a manner that complies with Section 409A. provisions. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), your Regulation Section 1.409A-2(b)(2)(iii)), the Employee's right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are the Employee is deemed by the Company at the time of your Separation separation from Service service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth f011h herein and/or under any other agreement with the Company are deemed to be "deferred compensation," 7 Exhibit 10.ggcompensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall will not be provided to you the Employee prior to the earliest of (i) the first date following expiration of the six-month period following measured from the date of your Separation from Service with the Company, Termination Date, (ii) the date of your the Employee's death or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments Payments deferred pursuant to this Paragraph shall 19 will be paid in a lump sum to you, the Employee, and any remaining payments Payments due shall will be paid as otherwise provided herein or in the applicable agreement. No interest shall will be due on any amounts so deferred. If defe1Ted. Notwithstanding any other provision herein to the severance benefits are not covered by one or more exemptions from contrary, in the application event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and the consideration and revocation period benefits hereunder to be in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. compliance with Code Section 409A. View More
Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 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, and to the extent provisions. If not so exempt, this Agreement (and any definitions hereunder) will b...e construed in a manner that complies with Code Section 409A. 409A and incorporates by reference all required definitions and payment terms. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent if delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such the timing of the payments shall not upon a Separation from Service will be provided delayed as follows: on the earlier to you prior to the earliest occur of (i) the first date following expiration of that is six months and one day after the six-month period following the effective date of your Separation from Service with the Company, Service, and (ii) the date of the your death or (iii) such (such earlier date as permitted under Code Section 409A without date, the imposition "Delayed Initial Payment Date"), the Company will (A) pay to you a lump sum amount equal to the sum of adverse taxation. Upon the first business day following payments upon Separation from Service that you would otherwise have received through the expiration Delayed Initial Payment Date if the commencement of such applicable Code Section 409A(a)(2)(B)(i) period, all the payments deferred had not been delayed pursuant to this Paragraph shall be paid paragraph, and (B) commence paying the balance of the payments in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable agreement. payment schedules set forth above. No interest shall will be due on any amounts so deferred. If Page Seven 9. Entire Agreement. This Agreement, including the severance benefits are not covered by one or more exemptions from Proprietary Information Agreement, constitutes the application complete, final and exclusive embodiment of Code Section 409A the entire agreement between you and the consideration Company with respect to the terms and revocation period in conditions of your employment. If you enter into this Agreement, you are doing so voluntarily, and without reliance on any promise, warranty, representation or agreement, written or oral, other than those expressly contained herein. This Agreement supersedes any and all promises, warranties, representations or agreements, whether oral or written, including the Separation Offer Letter. This Agreement spans two calendar years, may not be amended or modified except by a written instrument signed by you and a duly authorized member of the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. Board. View More
Code Section 409a. (a) It is intended that all of the severance benefits and other payments payable under this Agreement Amended and Restated Offer Letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement letter will be construed to the greatest extent possible as consistent with those provisions, provisions. (b) Any termination of your employment trigg...ering payment of benefits under Section 7 must constitute a "separation from service" under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the extent not so exempt, this Agreement (and Company at the time your employment terminates), any definitions hereunder) such payments under Section 7 that constitute deferred compensation under Code Section 409A will be construed in delayed until after the date of a manner that complies with subsequent event constituting a separation of service under Section 409A. 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For all purposes of clarification, this section will not cause any forfeiture of benefits on your part, but will only act as a delay until such time as a "separation from service" occurs. 6 (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement Amended and Restated Offer Letter (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, Amended and Restated Offer Letter, if you are deemed by the Company at the time of your Separation separation from Service service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation separation from Service service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall will not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following measured from the date of your Separation separation from Service service with the Company, (ii) the date of your death death, or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall paragraph will be paid in a lump sum to you, and any remaining payments due shall will be paid as otherwise provided herein or in the applicable agreement. No interest shall will be due on any amounts so deferred. If (d) Notwithstanding any other provision herein to the severance benefits are not covered by one or more exemptions from contrary, in the application event of any ambiguity in the terms of this Amended and Restated Offer Letter, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. (e) The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A; however, you acknowledge and agree that the consideration Company does not guarantee the tax treatment or tax consequences associated with any payment or benefit arising under this Amended and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. Restated Offer Letter, including but not limited to consequences related to Code Section 409A. View More
Code Section 409a. (a) It is intended that all of the severance benefits and other payments payable under this Agreement Offer Letter satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement letter will be construed to the greatest extent possible as consistent with those provisions, provisions. (b) Any termination of your employment triggering payment of bene...fits under Section 7 must constitute a "separation from service" under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the extent not so exempt, this Agreement (and Company at the time your employment terminates), any definitions hereunder) such payments under Section 7 that constitute deferred compensation under Code Section 409A will be construed in delayed until after the date of a manner that complies with subsequent event constituting a separation of service under Section 409A. 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For all purposes of clarification, this section will not cause any forfeiture of benefits on your part, but will only act as a delay until such time as a "separation from service" occurs. 6 (c) For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement Offer Letter (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, Offer Letter, if you are deemed by the Company at the time of your Separation separation from Service service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation separation from Service service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall will not be provided to you prior to the earliest of (i) the first date following expiration of the six-month period following measured from the date of your Separation separation from Service service with the Company, (ii) the date of your death death, or (iii) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall paragraph will be paid in a lump sum to you, and any remaining payments due shall will be paid as otherwise provided herein or in the applicable agreement. No interest shall will be due on any amounts so deferred. If (d) Notwithstanding any other provision herein to the severance benefits are not covered by one or more exemptions from contrary, in the application event of any ambiguity in the terms of this Offer Letter, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. (e) The parties intend all payments and benefits hereunder to be in compliance with Code Section 409A; however, you acknowledge and agree that the consideration and revocation period in Company does not guarantee the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs. tax treatment or tax consequences associated with any payment or benefit arising under this Offer Letter, including but not limited to consequences related to Code Section 409A. View More
Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 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, and to the extent provisions. If not so exempt, this Agreement (and any definitions hereunder) will b...e construed in a manner that complies with August 18, 2018 Page Six Code Section 409A. 409A and incorporates by reference all required definitions and payment terms. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent if delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such the timing of the payments shall not upon a Separation from Service will be provided delayed as follows: on the earlier to you prior to the earliest occur of (i) the first date following expiration of that is six months and one day after the six-month period following the effective date of your Separation from Service with the Company, Service, and (ii) the date of the your death or (iii) such (such earlier date as permitted under Code Section 409A without date, the imposition "Delayed Initial Payment Date"), the Company will (A) pay to you a lump sum amount equal to the sum of adverse taxation. Upon the first business day following payments upon Separation from Service that you would otherwise have received through the expiration Delayed Initial Payment Date if the commencement of such applicable Code Section 409A(a)(2)(B)(i) period, all the payments deferred had not been delayed pursuant to this Paragraph shall be paid paragraph, and (B) commence paying the balance of the payments in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable agreement. payment schedules set forth above. No interest shall will be due on any amounts so deferred. If the severance benefits are not covered by one or more exemptions from the application of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs.View More
Code Section 409a. It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 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, and to the extent provisions. If not so exempt, this Agreement (and any definitions hereunder) will b...e construed in a manner that complies with Code Section 409A. 409A, and incorporates by reference all required definitions and payment terms. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall will be treated as 7 a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall will at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent if delayed August 18, 2018 Page Seven commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such the timing of the payments shall not upon a Separation from Service will be provided delayed as follows: on the earlier to you prior to the earliest occur of (i) the first date following expiration of that is six months and one day after the six-month period following the effective date of your Separation from Service with the Company, Service, and (ii) the date of the your death or (iii) such (such earlier date as permitted under Code Section 409A without date, the imposition "Delayed Initial Payment Date"), the Company will (A) pay to you a lump sum amount equal to the sum of adverse taxation. Upon the first business day following payments upon Separation from Service that you would otherwise have received through the expiration Delayed Initial Payment Date if the commencement of such applicable Code Section 409A(a)(2)(B)(i) period, all the payments deferred had not been delayed pursuant to this Paragraph shall be paid paragraph, and (B) commence paying the balance of the payments in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in accordance with the applicable agreement. payment schedules set forth above. No interest shall will be due on any amounts so deferred. If the severance benefits are not covered by one or more exemptions from the application of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar year following the year in which the termination occurs.View More
Code Section 409a. It is intended that all of the severance benefits and other payments and benefits payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A of the Code provided under Treasury Regulations 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, and to the extent not so exempt, this Agreement (and any definitions hereund...er) will be construed in a manner that complies with Section 409A. provisions. For all purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulations Sections 1.409A 2(b)(2)(i) and (iii)), Regulation Section 1.409A-2(b)(2)(iii)), your right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as 7 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 you are deemed by the Company at the time of your Separation from Service to be a "specified employee" for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be "deferred compensation," compensation", then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Code Section 409A, such payments shall not be provided to you prior to the earliest of (i) (a) the first date following expiration of the six-month period following measured from the date of your Separation from Service with the Company, (ii) (b) the date of your death or (iii) (c) such earlier date as permitted under Code Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. If All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the severance benefits are not covered Company or incurred by one or more exemptions from you during the application time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of Code Section 409A and the consideration and revocation period in the Separation Agreement spans two calendar years, the Separation Agreement will become effective no earlier than the January 1 in the calendar taxable year following the taxable year in which the termination occurs. expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More
