Code Section 409a Clause Example with 4 Variations from Business Contracts

Code Section 409a. (a) Code Section 409A. The parties intend for all payments provided Notwithstanding anything to Employee under the contrary contained herein, this Agreement and the payments hereunder are intended to satisfy or be exempt from or comply with the provisions requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and not the Treasury Regulations and other guidance thereunder (collectively, "Section 409A"). Accordingly, all provisions herein, or incorporated ...by reference herein, shall be subject construed and interpreted to satisfy or be exempt from the tax imposed by Code requirements of Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For Further, for purposes of Section 409A, each payment amount or benefit due of compensation under this Agreement shall be considered treated as a separate payment and Employee's entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. compensation. Any reimbursement or in-kind benefit provided under this Agreement which that constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) (a) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) (b) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred, and (iv) (d) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More

Code Section 409a. (a) Code Section 409A. The parties intend for all payments provided to Employee under this Agreement to be exempt from or comply with Section 409A of the provisions Internal Revenue Code of Code 1986, as amended ("Section 409A"). Any term used in this Agreement which is defined in Section 409A or the Treasury Regulations thereunder shall have the meaning set forth therein unless otherwise specifically defined herein. The parties agree that this Agreement may be amended, as reasonably requested b...y either party, and as may be necessary to fully comply with Section 409A and not all related rules and Treasury Regulations thereunder in order to preserve the payments and benefits provided hereunder without additional cost to either party. If Employee is a "specified employee" of the Company within the meaning of Section 409A, any payments that would otherwise be subject paid during the six-month period following the Date of Separation that constitute "deferred compensation" within the meaning of Section 409A of the Code, taking into account all applicable exceptions, will be deferred and paid on the date which is the first payroll date that is at least six months and one day following the Date of Separation. The Company makes no representation or warranty and shall have no liability to the tax imposed by Code Section 409A. The Employee or any other person if any provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of are determined to constitute deferred compensation subject to Section 409A, each 409A but do not satisfy an exemption or exception from, or the conditions of, Section 409A. Each payment amount or benefit due under this Agreement Agreement, including each installment of transition payments payable pursuant to Paragraph Three (3) of this Agreement, shall be considered a separate payment and Employee's entitlement to not one of a series of payments or for purposes of Section 409A. All reimbursements and in-kind benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is shall be for expenses incurred during the such period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than on or before the last day of the calendar year following the year in which the expense is incurred, incurred and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. NOTICE TO EMPLOYEE: READ BEFORE SIGNING. THIS DOCUMENT CONTAINS A RELEASE OF ALL CLAIMS PRIOR TO AND INCLUDING THE DATE OF EMPLOYEE'S EXECUTION OF THIS AGREEMENT. View More

Code Section 409a. (a) Code Section 409A. Intent. The parties intend for all payments and benefits provided to Employee under this Agreement are intended to be exempt from or comply with the provisions of satisfy Code Section 409A and not any ambiguous provision shall be subject to construed in a manner that is compliant with or exempt from the tax imposed by application of Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Code Section... 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and Employee's entitlement to a series of payments or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section Reimbursements or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More

Code Section 409a. (a) Code Section 409A. The parties intend for all payments provided to Employee under this Agreement to be exempt from or comply with the provisions of Code Section 409A and not be subject to the tax imposed by Code Section 409A. The provisions of this Agreement shall be interpreted in a manner consistent with this intent. For purposes of Section 409A, each payment amount or benefit due under this Agreement shall be considered a separate payment and Employee's entitlement to a series of payments... or benefits under this Agreement is to be treated as an entitlement to a series of separate payments. EMPLOYMENT AGREEMENT PAGE 18 (b) Specified Employee Postponement. Notwithstanding the previous Section or any other provision of this Agreement to the contrary, if the Company or an Affiliate that is treated as a "service recipient" (as defined in Section 409A) is publicly traded on an established securities market (or otherwise) and Employee is a "specified employee" (as defined below) and is entitled to receive a payment that is subject to Section 409A on account of Employee's Separation from Service, such payment may not be made earlier than six months following the date of his Separation from Service if required by Section 409A, in which case, the accumulated postponed amount shall be paid in a lump sum payment on the Section 409A Payment Date. The "Section 409A Payment Date" is the earlier of (i) the date of Employee's death or (ii) the date that is six months and one day after Employee's Separation from Service. The determination of whether Employee is a "specified employee" shall be made in accordance with Section 409A using the default provisions in the Section 409A unless another permitted method has been prescribed for such purpose by the Company. (c) Reimbursement of In-Kind Benefits. Any reimbursement or in-kind benefit provided under this Agreement which constitutes a "deferral of compensation" within the meaning of Treasury Regulation Section 1.409A-1(b) shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. EMPLOYMENT AGREEMENT PAGE 16 28. Right to Consult an Attorney and Tax Advisor. Notwithstanding any contrary provision in this Agreement, Employee shall be solely responsible for any risk that the tax treatment of all or part of any payments provided by this Agreement may be affected by Code Section 409A, which may impose significant adverse tax consequences on him, including accelerated taxation, a 20% additional tax, and interest. Employee therefore has the right, and is encouraged by this Section, to consult with a tax advisor of his choice before signing this Agreement. Employee is also encouraged by this Section to consult with an attorney of his choice before signing this Agreement. View More