Compliance With Section 409a of the Code Clause Example with 4 Variations from Business Contracts
This page contains Compliance With Section 409a of the Code 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.
Compliance With Section 409a of the Code. 6.1. This Agreement and all payments and benefits provided under this Agreement are intended to comply with, or be exempt from, Section 409A of the Code or any regulations or rulings thereunder ("Section 409A"), and shall be construed and interpreted in accordance with such intent. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement, and except for the Company's responsibility to withhold applicable income and employment t...axes from compensation paid or 9 provided to Executive, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorneys' fees, or other liability incurred by Executive in connection with compensation paid or provided to Executive pursuant to this Agreement. 6.2. No amount payable pursuant to this Agreement on account of Executive's termination of employment with the Company which constitutes a "deferral of compensation" within the meaning of Section 409A shall be paid unless and until Executive has incurred a "separation from service" within the meaning of Section 409A. Furthermore, to the extent that Executive is a "specified employee" within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive's separation from service shall paid to Executive before the date (the "Delayed Payment Date") which is first day of the seventh month after the date of Executive's separation from service or, if earlier, the date of Executive's death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. 6.3. Any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.View More
Variations of a "Compliance With Section 409a of the Code" Clause from Business Contracts
Compliance With Section 409a of the Code. 6.1. This Agreement is intended to either comply with, or fall within an exemption to, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and all the Treasury regulations relating thereto ("Section 409A"), and shall be interpreted and construed consistently with such intent. To the maximum extent possible, the payments and benefits provided under to the Executive pursuant to this Agreement are also intended to comply with, or be exempt from, from Secti...on 409A of the Code under either the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9)(iii) or any regulations as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or rulings thereunder ("Section 409A"), and shall be construed and interpreted in accordance with such intent. However, penalties under Section 409A of the Code ("409A Penalties"), the Company does and the Executive shall cooperate diligently to amend the terms of this Agreement to avoid such 409A Penalties, to the extent possible; provided that such amendment shall not guarantee any particular tax effect for income provided increase or reduce (in the aggregate) the amounts payable to the Executive hereunder. Any taxable reimbursement payable to the Executive pursuant to this Agreement, and except Agreement shall be paid to the Executive no later than the last day of the calendar year following the calendar year in which the Executive incurred the reimbursable expense. Any amount of expenses eligible for the Company's responsibility to withhold applicable income and employment taxes from compensation paid taxable reimbursement, or 9 provided to Executive, the Company such inkind benefit provided, during a calendar year shall not affect the amount of such expenses eligible for reimbursement, or such in-kind benefit to be responsible for the payment of provided, during any applicable taxes, penalties, interest, costs, fees, including attorneys' fees, other calendar year. The right to such reimbursement or other liability incurred by Executive in connection with compensation paid or provided to Executive pursuant to this Agreement. 6.2. No amount payable such in-kind benefits pursuant to this Agreement on account of Executive's termination of employment with the Company which constitutes a "deferral of compensation" within the meaning of Section 409A shall not be paid unless and until Executive has incurred a "separation from service" within the meaning of Section 409A. Furthermore, subject to the extent that Executive is a "specified employee" within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, liquidation or if none, the default methodology) as of the date of Executive's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive's separation from service shall paid to Executive before the date (the "Delayed Payment Date") which is first day of the seventh month after the date of Executive's separation from service or, if earlier, the date of Executive's death following such separation from service. All such amounts that would, but exchange for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this Agreement. 6.3. other benefit. Any right to a series of Executive to receive installment payments under pursuant to this Agreement shall, for all purposes of Section 409A, is to be treated as a right to a series of separate payments. If, as of the Date of Termination, the Executive is a "specified Executive" (within the meaning of Section 409A of the Code), then no payment or benefit that is payable on account of the Executive's "separation from service" (within the meaning of Section 409A of the Code) shall be made before the date that is six (6) months after the Executive's "separation from service" (or, if earlier, the date of the Executive's death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A of the Code and such deferral is required to comply with the requirements of Section 409A of the Code. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. View More
Compliance With Section 409a of the Code. 6.1. This The parties intend that this Agreement and (and all payments and other benefits provided under this Agreement are intended to comply with, or Agreement) be exempt from, from the requirements of Section 409A of the Code and the regulations and ruling issued thereunder (collectively "Section 409A"), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception de...scribed in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to such payments, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any regulations or rulings thereunder ("Section 409A"), and other provision of this Agreement to the contrary, this Agreement shall be construed interpreted, operated and interpreted administered in accordance a manner consistent with such intent. However, intentions. Without limiting the Company does not guarantee generality of the foregoing, and notwithstanding any particular tax effect for income provided other provision of this Agreement to Executive pursuant to this Agreement, and except for the Company's responsibility to withhold applicable income and employment taxes from compensation paid or 9 provided to Executive, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorneys' fees, or other liability incurred by Executive in connection with compensation paid or provided to Executive pursuant to this Agreement. 6.2. contrary: 19.1 No amount payable pursuant to this Agreement on account of Executive's termination of employment with the Company which constitutes a "deferral of compensation" within the meaning of Section 409A shall be paid unless and until Executive has incurred a "separation from service" within the meaning of Section 409A. Furthermore, to the extent that Executive is a "specified employee" within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive's separation from service shall paid to Executive before the date (the "Delayed Payment Date") which is first day of the seventh month after the date of Executive's separation from service or, if earlier, the date of Executive's death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date 19.2 Each payment made under this Agreement shall be paid without delay over treated as a separate payment and the time period originally scheduled, in accordance with the terms right to a series of this Agreement. 6.3. Any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, shall be treated as a right to a series of separate payments. 14 19.3 With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a "deferral of compensation," within the meaning of 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, provided that the foregoing clause (ii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive's taxable year following the taxable year in which the expense occurred. 19.4 Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive's execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year of the Executive, payment shall be made in the Executive's later taxable year. 19.5 Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A of the Code. However, Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. View More
Compliance With Section 409a of the Code. 6.1. This Agreement and The Parties intend that all payments and benefits to be provided under this Agreement are intended to comply with, or be exempt from, that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code or and the regulations and ruling issued thereunder (collectively "Section 409A") shall comply with the deferral, payout and other limitations and restrictions imposed under Section 409A so that no additional taxation is imposed under Section 4...09A. Notwithstanding any regulations or rulings thereunder ("Section 409A"), and other provision of this Agreement to the contrary, this Agreement shall be construed interpreted, operated and interpreted administered in accordance a manner consistent with such intent. However, Without limiting the Company does not guarantee generality of the foregoing, and notwithstanding any particular tax effect for income provided other provision of this Agreement to Executive pursuant to this Agreement, and except for the Company's responsibility to withhold applicable income and employment taxes from compensation paid or 9 provided to Executive, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorneys' fees, or other liability incurred by Executive in connection with compensation paid or provided to Executive pursuant to this Agreement. 6.2. contrary: 18.1 No amount payable pursuant to this Agreement on account of the Executive's termination of employment with the Company which constitutes a "deferral of compensation" within the meaning of Section 409A shall be paid unless and until Executive has incurred a "separation from service" within the meaning of Section 409A. Furthermore, to the extent that Executive is a "specified employee" within the meaning of Section 409A (determined using the identification methodology selected by the Company from time to time, or if none, the default methodology) as of the date of Executive's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive's separation from service shall paid to Executive before the date (the "Delayed Payment Date") which is first day of the seventh month after the date of Executive's separation from service or, if earlier, the date of Executive's death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the Delayed Payment Date 18.2 Each payment made under this Agreement shall be paid without delay over treated as a separate payment and the time period originally scheduled, in accordance with the terms right to a series of this Agreement. 6.3. Any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, shall be treated as a right to a series of separate payments. 18.3 With regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a "deferral of compensation," within the meaning of 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 12 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, provided that the foregoing clause (ii) shall not be deemed to be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect, and (iii) such payments shall be made on or before the last day of Executive's taxable year following the taxable year in which the expense occurred. 18.4 Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive's execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year of Executive, payment shall be made in Executive's later taxable year. 18.5 The Company intends that income provided to Executive pursuant to this Agreement will not be subject to taxation under Section 409A. However, the Company does not guarantee any particular tax effect for income provided to Executive pursuant to this Agreement. In any event, except for the Company's responsibility to withhold applicable income and employment taxes from compensation paid or provided to Executive, the Company shall not be responsible for the payment of any applicable taxes on compensation paid or provided to Executive pursuant to this Agreement. View More
Compliance With Section 409a of the Code. 6.1. This The parties intend that this Agreement and (and all payments and other benefits provided under this Agreement are intended to comply with, or Agreement) be exempt from, from the requirements of Section 409A of the Code and the regulations and ruling issued thereunder (collectively "Section 409A"), to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the involuntary separation pay plan exception de...scribed in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to such payments, the parties intend that this Agreement (and such payments and benefits) comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any regulations or rulings thereunder ("Section 409A"), and other provision of this Agreement to the contrary, this Agreement shall be construed interpreted, operated and interpreted administered in accordance a manner consistent with such intent. However, intentions. Without limiting the Company does not guarantee generality of the foregoing, and notwithstanding any particular tax effect for income provided other provision of this Agreement to Executive pursuant to this Agreement, and except for the Company's responsibility to withhold applicable income and employment taxes from compensation paid contrary: 1.To the extent any payments or 9 provided to Executive, the Company shall not be responsible for the payment of any applicable taxes, penalties, interest, costs, fees, including attorneys' fees, or other liability incurred by Executive in connection with compensation paid or provided to Executive pursuant to this Agreement. 6.2. No amount benefits payable pursuant to under this Agreement on account of Executive's termination of office or employment with the Company which constitutes constitute a "deferral deferral of compensation" within the meaning of compensation subject to Section 409A of the Code, no amount payable pursuant to this Agreement shall be paid unless and until Executive has incurred a "separation from service" within the meaning of Section 409A. Furthermore, to the extent that Executive is a "specified employee" within the meaning of Section 409A (determined using the identification methodology selected by Company from time to time, or if none, the default methodology) as of the date of Executive's separation from service, no amount that constitutes a deferral of compensation which is payable on account of Executive's separation from service shall paid to Executive before the date (the "Delayed Payment Date") which is the first day of the seventh month after the date of Executive's separation from service or, if earlier, the date of Executive's death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid in a lump sum on the Delayed Payment Date. Thereafter, Date without interest. However, Company does not guarantee any payments that remain outstanding as of the day immediately following the Delayed Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of particular tax effect for income provided to Executive pursuant to this Agreement. 6.3. Any right of Executive to receive installment payments under this Agreement shall, for all purposes of Section 409A, be treated as a right to a series of separate payments.View More
