Code Section 409a Contract Clauses (3,352)

Code Section 409a. 18.1. The Executive and the Employer acknowledge that each of the payments and benefits promised to the Executive under this Agreement must either comply with the requirements of Code Section 409A and the regulations thereunder or qualify for an exception from compliance. To that end, the Executive and the Employer agree that: 18.1.1. The Executive will be deemed to have a date of termination of employment for purposes of determining the timing of any payments or benefits hereunder that are... classified as deferred compensation only upon a "separation from service" within the meaning of Code Section 409A; 20 18.1.2. The expense reimbursements described in Section 6.4 are intended to satisfy the requirements for a "reimbursement plan" described in Treasury Regulation Section 1.409A-3(i)(1)(iv)(A) and shall be administered to satisfy such requirements; 18.1.3. The payments described in Sections 8.1.1 and 8.1.2 are intended to be excepted from compliance with Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(3) as payment made pursuant to the Employer's customary payment timing arrangement; 18.1.4. The benefits and payments described in Section 8.1.3 are expected to comply with or be excepted from compliance with Code Section 409A on their own terms; and 18.1.5. The welfare benefits provided in kind under Section 8.5.2 are intended to be excepted from compliance with Code Section 409A as welfare benefits pursuant to Treasury Regulation Section 1.409A-1(a)(5) and/or as benefits not includible in gross income. 18.2. With respect to payments under this Agreement, for purposes of Code Section 409A, each severance payment (if there is more than one payment) will be considered one of a series of separate payments. The Executive and the Employer further agree that, to the extent not otherwise exempt, the termination benefits described in this agreement are intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term deferrals or as payments pursuant to a separation pay plan pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). In the case of a payment that is not excepted from compliance with Code Section 409A and that is not otherwise designated to be paid immediately upon a permissible payment event within the meaning of Treasury Regulation Section 1.409A-3(a), the payment shall not be made prior to, and shall, if necessary, be deferred to and paid on the later of the date sixty (60) days after the Executive's earliest separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)) and, if the Executive is a specified employee (within the meaning of Treasury Regulation Section 1.409A-1(i)) on the date of his separation from service, the first day of the seventh month following the Executive's separation from service. Furthermore, this Agreement shall be construed and administered in such manner as shall be necessary to effect compliance with Code Section 409A. 21 19. COMPLIANCE WITH FDI ACT. Notwithstanding anything contained herein to the contrary, any payments to the Executive by the Employer, whether pursuant to this Agreement or otherwise, are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. §1828(k), and any regulations promulgated thereunder. View More

Code Section 409a. (a) The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. (b) With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i)... the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (iii) such payments shall be made on or before the last day of the Consultant's taxable year following the taxable year in which the expense was occurred. View More

Code Section 409a. This Agreement (and the benefits and payments provided for under this Agreement) are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance issued thereunder ("Code Section 409A), and this Agreement shall be interpreted and administered in a manner consistent with that intention; provided, however, that under no circumstances shall the Company or a Subsidiary be liable for any additional tax or other... sanction imposed upon the Grantee, or other damage suffered by the Grantee, on account of this Agreement (or the benefits and payments provided for under this Agreement) being subject to and not in compliance with Code Section 409A. For purposes of this Agreement, if necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, the Grantee's employment will not be considered to have terminated until and if the Grantee has experienced, in respect of the Company or a Subsidiary (or successor thereto), as applicable, a "separation from service" within the meaning of Treasury Regulation section 1.409A-1(h). Where Common Stock is required by this Agreement to be issued to the Grantee (and where dividend equivalent amounts are required to be paid to the Grantee) within a 30 day period following an applicable vesting date, the Company shall determine when during that 30 day period the Common Stock will be issued and the dividend equivalent amount will be paid to the Grantee. If and to the extent necessary to avoid the imposition of additional taxes upon the Grantee under Code Section 409A, if the Grantee is entitled to receive Common Stock or dividend equivalent amounts upon or as a result of the Grantee's separation from service, and if the Grantee is a "specified employee" (within the meaning of Treasury Regulation section 1.409A-1(i)) on the date of his or her separation from service, notwithstanding any other provision of this Agreement to the contrary, such Common Stock shall be issued and such dividend equivalent amounts shall be paid to the Grantee only upon the earliest to occur of (i) the day next following the date that is the six-month anniversary of the date of the Grantee's separation from service, or (ii) the date of the Grantee's death. View More

Code Section 409a. Notwithstanding anything herein to the contrary, if any payments to be made, or benefits to be provided, to Executive hereunder are subject to the requirements of Code Section 409A and the Company determines that Executive is a "specified employee" as defined in Code Section 409A as of the date of the termination, then, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under... Section 409A of the Code (the "Non-Exempt Payments"), the amount of such Non-Exempt Payments shall not be paid or commence earlier than the date that is six months after the termination. Any Non-Exempt Payment not made during the six-month period shall be paid in a lump sum payment on the first day of the seventh month following termination. For purposes of Code Section 409A, any reference to Executive's termination of employment in this Agreement shall be deemed to be a reference to Executive's "separation from service" (within the meaning of Treasury Regulation § 1.409-1(h), applying the default terms thereof), and any installment payments provided to Executive pursuant to this Agreement shall be treated as a series of separate payments. View More

Code Section 409a. This Agreement is intended to comply with, or otherwise be exempt from, Code Section 409A. This Agreement shall be administered, interpreted, and construed in a manner consistent with Code Section 409A or an exemption therefrom. Should any provision of this Agreement be found not to comply with, or otherwise be exempt from, the provisions of Code Section 409A, such provision shall be modified and given effect (retroactively if necessary), in the sole discretion of the Committee, and without the... consent of the Grantee, in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Code Section 409A. If any of the payments under this Agreement are subject to Code Section 409A and the Company determines that the Employee is a "specified employee" under Code Section 409A at the time of the Employee's separation from service, then each such payment will not be made or commence until the date which is the first day of the seventh month after the Employee's separation from service, and any payments that otherwise would have been paid during the first six months after the Employee's separation from service will be paid in a lump sum on the first day of the seventh month after the Employee's separation from service or upon the Employee's death, if earlier. Such deferral will be effected only to the extent required to avoid adverse tax treatment to the Employee under Code Section 409A. View More

Code Section 409a. All of the payments and benefits payable pursuant to this Grant are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") to the extent the requirements of Section 409A are applicable hereto, and the provisions of this Grant shall be construed and administered in a manner consistent with that intention. Notwithstanding anything herein to the contrary, (a) if at the time of the Grantee's Termination of Service, the Grantee is a... "specified employee" as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the extent necessary to comply with the requirements of Section 409A until the first business day that is more than six (6) months following the Grantee's Termination of Service (or the earliest date as is permitted under Section 409A) and (b) if any other payments of money or other benefits due to the Grantee hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Grant are deferred pursuant to this paragraph in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified hereunder without any interest thereon. For purposes of Section 409A of the Code, each payment made under this Grant shall be designated as a "separate payment" within the meaning of Section 409A. Without limiting the foregoing, the terms "terminates" or "termination of employment" or similar terms used in the Plan shall be interpreted to mean to occur when a "separation of service" occurs as defined under Section 409A. View More

Code Section 409a. Notwithstanding anything to the contrary in this Agreement, if the Company reasonably determines that Section 409A of the Code will result in the imposition of additional tax with respect to the payment of RSUs on account of the Non-Employee Director's termination of service, the RSUs (and/or at the election of the Non-Employee Director the cash received from the sale of the shares of Stock underlying the vested RSUs) will not be paid to the Non-Employee Director until the date six (6) months... and one (1) day following the date of the Non-Employee Director's termination. View More

Code Section 409a. With respect to U.S. taxpayers, it is intended that the terms of the RIU Award will comply with the provisions of section 409A of the Code and the Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under section 409A of the Code, and this Agreement will be interpreted, operated and administered in a manner that is consistent with this intent. In furtherance of this intent, the Committee 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, in each case, without the consent of the Participant, that the Committee determines are reasonable, necessary or appropriate to comply with the requirements of section 409A of the Code and related U.S. Department of Treasury guidance. In that light, the Company makes no representation or covenant to ensure that this RIU Award is (or that RIU awards generally are) intended to be exempt from, or compliant with, section 409A of the Code are not so exempt or compliant or for any action taken by the Committee with respect thereto. View More

Code Section 409a. Payments under this Award Agreement are intended to be exempt from Code section 409A to the extent they satisfy the "short-term deferral exception" under Code section 409A and otherwise to be compliant with Code section 409A, and this Award Agreement shall be interpreted, operated and administered accordingly. To the extent applicable, each payment under this Award Agreement shall be treated as a separate payment for purposes of Code section 409A. Schedule A to Performance Stock Award Agreement... [To be separately approved] EX-10.29 3 msft-ex1029_259.htm EX-10.29 msft-ex1029_259.htm Exhibit 10.29 PERFORMANCE STOCK AWARD AGREEMENT UNDER THE MICROSOFT CORPORATION 2017 STOCK PLAN Award Number ______________ This Award Agreement sets forth the terms and conditions of an award (the "Award") of performance stock awards ("PSAs") awarded to <> ("Awardee") by Microsoft Corporation (the "Company") in the exercise of its sole discretion under the Microsoft Corporation 2017 Stock Plan (the "Plan") and pursuant to the Microsoft Corporation Executive Incentive Plan on <> (the "Award Date"). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to them in the Plan. View More

Code Section 409a. This Award Agreement shall be interpreted, operated, and administered in a manner so as not to subject Awardee to the assessment of additional taxes or interest under Code section 409A, and this Award Agreement shall be amended as the Company, in its sole discretion, determines is necessary and appropriate to avoid the application of any such taxes or interest. EX-10.28 2 msft-ex1028_258.htm EX-10.28 msft-ex1028_258.htm Exhibit 10.28 STOCK AWARD AGREEMENT UNDERTHE MICROSOFT CORPORATION 2017... STOCK PLAN Award Number <> (a) This Award Agreement sets forth the terms and conditions of an award (the "Award") of Stock Awards ("SAs") awarded to <> ("Awardee") by Microsoft Corporation (the "Company") in the exercise of its sole discretion under the Microsoft Corporation 2017 Stock Plan (the "Plan") on <> (the "Award Date"). Capitalized terms used but not defined in this Award Agreement shall have the meanings assigned to them in the Plan. View More