Section 409a Compliance Clause Example with 19 Variations from Business Contracts
This page contains Section 409a Compliance 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.
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall ...not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.View More
Variations of a "Section 409a Compliance" Clause from Business Contracts
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Option Award Agreement be exempt from Section 409A of the Code as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4), and this Option Award Agreement shall be interpreted and administered consistent with such intent; provided, however, that to the extent this payments and benefits under this Option Award Agreement are subject to Section 409A of the Code, the intent of the parties is that such paym...ents and benefits comply with Section 409A of the Code to the extent subject thereto, and, accordingly, and to the maximum extent permitted, this RSU Option Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of the payments and benefits under this RSU Option Award Agreement comply with or are exempt from Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code. View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement be exempt from Section 409A of the Code as short-term deferrals pursuant to Treasury Regulation Section 1.409A-1(b)(4), and this RSU Award Agreement shall be interpreted and administered consistent with such intent; provided, however, that to the extent this payments and benefits under this RSU Award Agreement are subject to Section 409A of the Code, the intent of the parties is that such payments and bene...fits comply with Section 409A of the Code to the extent subject thereto, and, accordingly, and to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant Each payment and benefit hereunder shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until the Participant would be considered to have incurred constitute a "separation from service" "separately identified" amount within the meaning meeting of Section 409A of the Code. Any payments described in this RSU Award Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code. Treasury regulation ยง1.409A-2(b)(2). View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with are intended to qualify under the short-term deferral exception to Section 409A of the Code to the extent subject thereto, and, Code, and accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated e...mployment with the Company for purposes of any payments under this RSU Award Agreement which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Each amount to be in compliance therewith. Notwithstanding paid or benefit to be provided under this RSU Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not amounts that would otherwise be considered payable and benefits that would otherwise be provided pursuant to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until or any other arrangement between the Participant would be considered to have incurred a "separation from service" within Grantee and the meaning of Section 409A of Company during the Code. Any payments described in this RSU Award Agreement that are due within six-month period immediately following the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a Grantee's separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made paid on the first business day after the date that is six (6) months following such the Grantee's separation from service (or upon (or, if earlier, the Participant's death, if earlier). Grantee's date of death). The Company makes no representation that any or all of the payments and benefits under described in this RSU Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments payment. 3 11. Compliance with Laws and Regulations. The Plan and this RSU Award Agreement are intended to comply with Section 25102(o) and Rule 701. Any provision of this RSU Award Agreement that is inconsistent with Section 25102(o) or benefits. Rule 701 shall, without further act or amendment by the Company or the Committee, be reformed to comply with the requirements of Section 25102(o) and/or Rule 701. The Participant issuance and transfer of Shares pursuant to this RSU Award Agreement shall be solely responsible for subject to compliance by the payment Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any taxes and penalties incurred stock exchange on which the Common Stock may be listed at the time of such issuance or transfer. The Grantee understands that the Company is under Section 409A of no obligation to register or qualify the Code. Shares with the SEC, any state securities commission or any stock exchange to effect such compliance. View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties u...nder Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates or service for purposes of this RSU Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, payment shall be made in accordance with Exhibit A, notwithstanding any provision for accelerated vesting under the Plan. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, no Change in Control shall be deemed to have occurred unless it constitutes a change in control event under Section 409A of the Code. Notwithstanding anything to the contrary in this RSU Award Agreement, Agreement or the Plan, to the extent that any payment (including Share delivery) is RSUs are payable to be made a "specified employee" (within the meaning of Section 409A of the Code) upon a separation from service and such payment would result in the imposition of any individual penalty tax and or late interest charges imposed under Section 409A of the Code, the payment of such payment awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of To the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking extent required to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and avoid accelerated taxation and/or tax penalties incurred under Section 409A of the Code. Code, if a period specified for execution of a release of claims begins in one taxable year and ends in a second taxable year, the payment of the RSUs shall occur in the second taxable year 8. Governing Law; Submission to Jurisdiction. This Award Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choices of laws, of the State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. The Participant hereby submits to and accepts for himself or herself and in respect of his property, generally and unconditionally, the exclusive jurisdiction of the state and federal courts of the State of Delaware for any dispute arising out of or relating to this Award Agreement or the breach, termination or validity thereof. The Participant further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified or registered mail return receipt requested or by receipted courier service to the Participant at the address for the Participant in the books and records of the Operating Partnerships. 3 9. Award Agreement Binding on Successors. The terms of this Award Agreement shall be binding upon the Participant and upon the Participant's heirs, executors, administrators, personal representatives, permitted transferees, assignees and successors in interest, and upon the Operating Partnerships and their respective successors and assignees, subject to the terms of the Plan. View More
Section 409a Compliance. The intent of the parties is that the Plan as well as payments and benefits under this RSU Award Agreement the Plan are intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, this RSU Award Agreement the Plan shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties u...nder Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU the Plan and no payment shall be due to the Participant under the Plan or any Award Agreement until the Participant would be considered to 24 have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement the Plan that are due within the "short-term "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, the Plan, to the extent that any payment (including Share delivery) is to be made Awards are payable upon a separation from service and such payment would result in the imposition of any individual penalty tax and late penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such payment awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") to the extent subject thereto, and, accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and be administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties u...nder Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates or service for purposes of this RSU Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement or the Plan that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, payment shall be made in accordance with Exhibit A, notwithstanding any provision for accelerated vesting under the Plan. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, no Change of Control shall be deemed to have occurred unless it constitutes a change in control event under Section 409A. Notwithstanding anything to the contrary in this RSU Award Agreement, Agreement or the Plan, to the extent that any payment (including Share delivery) is RSUs are payable to be made a "specified employee" (within the meaning of Section 409A of the Code) upon a separation from service and such payment would result in the imposition of any individual penalty tax and or late interest charges imposed under Section 409A of the Code, the settlement and payment of such payment awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of To the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking extent required to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and avoid accelerated taxation and/or tax penalties incurred under Section 409A of the Code. Code, if a period specified for execution of a release of claims begins in one taxable year and ends in a second taxable year, the settlement or payment of the awards shall occur in the second taxable year. View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with are intended to qualify under the short-term deferral exception to Section 409A of the Code to the extent subject thereto, and, Code, and accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. accordance with such intention. Notwithstanding anything contained herein to the contrary, the Grantee shall not be con...sidered to have terminated employment with the Company for purposes of any payments under this RSU Award Agreement which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this RSU 4 Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if (a) the Grantee is a "specified employee" (within the meaning of Section 409A of the Code) at the time of the Grantee's separation from service and (b) the amounts payable pursuant to this RSU Award Agreement within the six-month period immediately following the Grantee's separation from service constitute "non-qualified deferred compensation" (within the meaning of Section 409A of the Code) that is subject to the six-month delay rule set forth in Treas. Reg. 1.409A-1(c)(3)(v), then to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment amounts shall instead be made paid on the first business day after the date that is six (6) months following such the Grantee's separation from service (or upon (or, if earlier, the Participant's death, if earlier). Grantee's date of death). The Company makes no representation that any or all of the payments and benefits under described in this RSU Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code. payment. View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Option Award Agreement comply with Section 409A of the Code are exempt from, or to the extent subject thereto, comply with, Section 409A of the Code, and, accordingly, to the maximum extent permitted, this RSU Option Award Agreement shall be interpreted and administered to be in compliance accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated ...taxation and/or tax penalties under Section Option Award Agreement2Exhibit 10.42Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU Option Award Agreement until the Participant would be considered to have incurred a "separation from service" within the meaning of Section 409A of the Code. Any payments described in this RSU Option Award Agreement that are due within the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Option Award Agreement, to the extent that any payment (including Common Share delivery) is to be made upon a separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). The Company makes no representation that any or all of the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code.View More
Section 409a Compliance. The intent of the parties is that the Plan as well as payments and benefits under this RSU Award Agreement the Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code to the extent subject thereto, Code, and, accordingly, to the maximum extent permitted, this RSU Award Agreement the Plan shall be interpreted and administered to be in compliance accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent req...uired in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment with the Company and its Affiliates for purposes of this RSU the Plan and no payment shall be due to the Participant under the Plan or any Award Agreement until the Participant would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Any payments described in this RSU Award Agreement the Plan that are due within the "short-term "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, the Plan, to the extent that any payment (including Share delivery) is to be made Awards are payable upon a separation from service and such payment would result in the imposition of any individual penalty tax and late penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such payment awards shall instead be made on the first business day after the date that is six (6) months following such separation from service (or upon the Participant's death, if earlier). Each amount to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. The 17 Company makes no representation that any or all of the payments and or benefits under described in this RSU Award Agreement Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A of the Code. View More
Section 409a Compliance. The intent of the parties is that the payments and benefits under this RSU Award Agreement comply with Section 409A of the Code Code, to the extent subject thereto, and, and accordingly, to the maximum extent permitted, this RSU Award Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Grantee shall not be considered to have terminated employment with the Company for purposes of any payments under this RSU ...Award Agreement which are subject to Section 409A of the Code until the Grantee would be considered to have incurred a "separation from service" from the Company within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this RSU Award Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not amounts that would otherwise be considered payable and benefits that would otherwise be provided pursuant to have terminated employment with the Company and its Affiliates for purposes of this RSU Award Agreement until or any other arrangement between the Participant would be considered to have incurred a "separation from service" within Grantee and the meaning of Section 409A of Company during the Code. Any payments described in this RSU Award Agreement that are due within six-month period immediately following the "short-term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in this RSU Award Agreement, to the extent that any payment (including Share delivery) is to be made upon a Grantee's separation from service and such payment would result in the imposition of any individual penalty tax and late interest charges imposed under Section 409A of the Code, such payment shall instead be made paid on the first business day after the date that is six (6) months following such the Grantee's separation from service (or upon (or, if earlier, the Participant's death, if earlier). The Grantee's date of death).The Company makes no representation that any or all of the payments and benefits under described in this RSU Award Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payments or benefits. The Participant payment. 2 9. Governing Law. This RSU Award Agreement shall be solely responsible for governed by, interpreted under, and construed and enforced in accordance with the payment internal laws, and not the laws pertaining to conflicts or choices of any taxes and penalties incurred under Section 409A laws, of the Code. State of Delaware applicable to agreements made and to be performed wholly within the State of Delaware. View More
