Code Section 409a Clause Example with 5 Variations from Business Contracts

Code Section 409a. Awards under the Plan are This Award is intended either to qualify for an exemption from Code Section 409A or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything in the Plan or any Award or agreement thereunder to the contrary, any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in Code Section 409A) that are otherwise payable by reason of a te...rmination of Continuous Service will not be settled, paid or provided until a Participant the undersigned has undergone a "separation from service" (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if settled, paid or provided within six (6) months 5 after a Participant's the undersigned's separation from service, then such settlement, payment or benefit shall not be settled, paid (or commence) or provided during the six-month period immediately following such Participant's the undersigned's separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of the Participant's undersigned's death. A Participant's The undersigned's right to receive any installment payments under the Plan Award shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant the undersigned as a result of the application of Code Section 409A. 409A or otherwise. View More

Code Section 409a. The Plan and all Awards under the Plan are intended either to qualify for an exemption from comply with, or be exempt from, Code Section 409A or to comply with the requirements thereof, and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be construed accordingly. interpreted in a manner consistent therewith. Notwithstanding anything contained herein to the contrary, in the event any Award is subject to Code Section 409A, the Administrator m...ay, in its sole discretion and without a Participant's prior consent, amend the Plan or Awards, adopt policies and procedures, or take any other actions as deemed appropriate by the Administrator to (i) exempt the Plan or any Award or agreement thereunder to from the contrary, application of Code Section 409A, (ii) preserve the intended tax treatment of any payments or benefits due under the Plan or any such Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in (iii) comply with the requirements of Code Section 409A) 409A. In the event that are otherwise payable by reason of a termination of Continuous Service will not be paid or provided until a Participant has undergone is a "separation from service" (as defined in "specified employee" within the meaning of Code Section 409A) 409A, and if a payment or benefit provided for in under the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after a such Participant's separation from service, then such payment or benefit shall not be paid (or commence) during the six-month six (6) month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any payment payments or benefits that would otherwise would have been made or provided during such six-month six (6) month period and that which would have incurred such additional tax under Code Section 409A shall instead be paid or provided to the Participant in a lump sum payment lump-sum cash payment, without interest, on the earlier of (i) the first business day following the termination six (6) month anniversary of such six-month period or, if earlier, within ten days Participant's separation from service or (ii) the tenth business day following the date of the such Participant's death. A Participant's right Notwithstanding anything contained herein to receive the contrary, in no event shall the Company or any installment payments under Subsidiary have any liability or obligation to any Participant or any other person in the event that the Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under or any Award granted hereunder is not exempt from, or compliant with, Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. View More

Code Section 409a. The Plan and all Awards under the Plan are intended either to qualify for an exemption from comply with, or be exempt from, Code Section 409A or to comply with the requirements thereof, and all regulations, guidance, compliance programs and other interpretative authority thereunder, and shall be construed accordingly. Notwithstanding anything interpreted in a manner consistent therewith. In the Plan or any Award or agreement thereunder to event that a Participant is a "specified employee" within... the contrary, any payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in meaning of Code Section 409A) that are otherwise payable by reason of a termination of Continuous Service will not be paid or provided until a Participant has undergone a "separation from service" (as defined in Code Section 409A) 409A, and if a payment or benefit provided for in under the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six (6) months after a such Participant's separation from service, service (within the meaning of Code Section 409A), then such payment or benefit shall not be paid (or commence) during the six-month six (6) month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any payment payments or benefits that would otherwise would have been made or provided during such six-month six (6) month period and that which would have incurred such additional tax under Code Section 409A shall instead be paid or provided to the Participant in a lump sum payment lump-sum, without interest, on the earlier of (i) the first business day of the seventh month following the month in which such Participant's separation from service occurs or (ii) the tenth business day following the termination of such six-month period or, Participant's death (but not earlier than if earlier, within ten days following the date of the Participant's death. such delay had not applied). A Participant's right to receive any installment payments under an Award Agreement, including without limitation as the Plan result of any deferral of an Award in accordance with Code Section 409A, shall be treated as a right to receive a series of separate payments and and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None Notwithstanding anything contained in the Plan or in an Award Agreement to the contrary, neither the Company, any member of the Company, its Affiliates Committee (in their capacity as such), any Subsidiary nor any Company Affiliate shall have any liability or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by obligation to any Participant as a result or any other Person for taxes, interest, penalties or fines (including without limitation any of the application foregoing resulting from the failure of any Award granted hereunder to comply with, or be exempt from, Code Section 409A). Any Award that is to be settled or paid upon a termination of employment or service and that constitutes "non-qualified deferred compensation" under Code Section 409A shall not be paid or settled unless such termination of employment or service constitutes a "separation from service" within the meaning of Code Section 409A. View More

Code Section 409a. Awards under the Plan are intended either to qualify for an exemption from Code Section 409A or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything in the Plan or any Award or agreement thereunder to the contrary, any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in Code Section 409A) that are otherwise payable by reason of a termination of C...ontinuous Service will not be settled, paid or provided until a Participant has undergone a "separation from service" (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if settled, paid or provided within six (6) months after a Participant's separation from service, then such settlement, payment or benefit shall not be settled, paid (or commence) or provided during the six-month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earlier, within ten days following the date of the Participant's death. A Participant's right to receive any installment settlements or payments under the Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. To the extent that any Participant is entitled to any reimbursement of expenses or in-kind benefits that are includable in the Participant's federal gross taxable income, the amount of such expenses reimbursable or in-kind benefits provided in any one calendar year shall not affect the expenses eligible for reimbursement or the in-kind benefits to be provided in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. A Participant's right to reimbursement of expenses or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. View More

Code Section 409a. Awards under the Plan are intended either to qualify for an exemption from Code Section 409A or to comply with the requirements thereof, and shall be construed accordingly. Notwithstanding anything in the Plan or any Award or agreement thereunder to the contrary, any settlement, payments or benefits due under the Plan or any Award or agreement thereunder that constitute non-exempt "deferred compensation" (as defined in Code Section 409A) that are otherwise payable by reason of a termination of C...ontinuous Service will not be settled, paid or provided until a Participant has undergone a "separation from service" (as defined in Code Section 409A) and if a settlement, payment or benefit provided for in the Plan or any Award or agreement thereunder would be subject to additional tax under Code Section 409A if settled, paid or provided within six (6) months after a Participant's separation from service, then such settlement, payment or benefit shall not be settled, paid (or commence) or provided during the six-month period immediately following such Participant's separation from service except as provided in the immediately following sentence. In such an event, any settlement, payment or benefits that otherwise would have been made or provided during such six-month period and that would have incurred such additional tax under Code Section 409A shall instead be settled, paid or provided in a lump sum payment on the first day following the termination of such six-month period or, if earlier, 5 within ten days following the date of the Participant's death. A Participant's right to receive any installment settlements or payments under the Plan shall be treated as a right to receive a series of separate payments and accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Code Section 409A. None of the Company, its Affiliates or their respective directors, officers, employees or advisors will be held liable for any taxes, interest or other amounts owed by any Participant as a result of the application of Code Section 409A. 409A or otherwise. View More