Code Section 409a Contract Clauses (3,343)

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. 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. 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. 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