Section 409a Compliance Clause Example with 6 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. Although the Company does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately ref...lects your understanding as to the terms and conditions of the Retention Bonus, please sign and date one copy of this Agreement no later than March 9, 2018 and return the same to me for the Company's records. You should make a copy of the executed Retention Bonus Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On behalf of Westmoreland Coal Company (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this "Agreement"), which shall be effective as of the date set forth below in Section 7 (the "Effective Date").View More
Variations of a "Section 409a Compliance" Clause from Business Contracts
Section 409a Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus The payments described herein shall be exempt from the requirements of made in full compliance with all Internal Revenue Service rules and regulations, including, if applicable, Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations and guidance promulgated thereunder, and accordingly, any exceptions thereto. For purposes ...of Code Section 409A, EMPLOYEE's right to the maximum extent permitted, receive any installment payment under this Agreement shall be interpreted in treated as a manner consistent therewith. This Agreement is intended to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign and date one copy of this Agreement no later than March 9, 2018 and return the same to me for the Company's records. You should make a copy of the executed Retention Bonus Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On behalf of Westmoreland Coal Company (the "Company"), I am pleased to offer you the opportunity right to receive a retention bonus, if you agree series of separate and distinct payments. Notwithstanding the foregoing, the Company does not guarantee any particular tax treatment and shall have no liability with regard to any failure to comply with Code Section 409A unless such liability is a result of the Company's failure to pay the severance in accordance with the terms herein and conditions contained under no circumstances will the Company be obligated to make any payments to you in excess of that provided for herein. Executed at ____________, _____ this ____ day of ___________, 2016. (city) (state) (day) (month) EMPLOYEE Barry G. Caldwell Executed at ____________, _____ this ____ day of ___________, 2016. (city) (state) (day) (month) STAAR SURGICAL COMPANY By: Its: 10 EXHIBIT "A" SUPPLEMENTAL GENERAL RELEASE 1.No Lawsuits. (a) Barry G. Caldwell ("EMPLOYEE") promises never to file a lawsuit, administrative complaint, or charge of any kind with any court, governmental or administrative agency or arbitrator against STAAR (as defined in the Separation Agreement and General Release ("Agreement")) or its officers, directors, agents or employees, asserting any claims that are released in this Retention Bonus Agreement (this "Agreement"), which shall be effective as Supplemental General Release ("Supplemental Release"). (b) EMPLOYEE represents and agrees that, prior to signing this Supplemental Release, he has not filed or pursued any complaints, charges or lawsuits of any kind with any court, governmental or administrative agency or arbitrator against STAAR or its officers, directors, agents or employees. Employee understands that he has the date set forth below right to file a charge with or participate in Section 7 (the "Effective Date"). an investigation conducted by the Equal Employment Opportunity Commission ("EEOC") or any state or local fair employment practices agency, however, he waives any right to any monetary recovery or other relief should the EEOC or any other agency pursue a claim on his behalf. View More
Section 409a Compliance. Although TAX WITHHOLDING ELECTION I hereby elect to satisfy any tax withholding obligation associated with my receipt of Stock, Stock and cash, or cash in exchange for my Restricted Stock Units and Dividend Equivalents in the following form (place an "X" in the "Check" column or in the "Withholding" column): Check(I will write a check for my taxes that are due and deliver it to the Company does not guarantee the tax treatment within one (1) day of the Retention Bonus, the intent release date of ...my Stock or cash payment) ̈Withholding(The Company should withhold shares of my Stock or cash payment to cover my taxes) ̈ __________________________________________PARTICIPANT NAME (PLEASE PRINT) __________________________________________PARTICIPANT SIGNATURE ______________________DATE IMPORTANT NOTE: Please complete and return this Election Form to ________ at _______ by _____________ 7 EX-10.6.6F 4 pnw20161231exhibit1066f.htm EXHIBIT 10.6.6F Exhibit Exhibit 10.6.6f RESTRICTED STOCK UNIT AWARD AGREEMENTTHIS AWARD AGREEMENT is made and entered into as of ____________________ (the "Date of Grant"), by and between Pinnacle West Capital Corporation (the "Company"), and ____________________ ("Employee").BACKGROUNDA.The Board of Directors of the parties is that Company (the "Board of Directors") has adopted, and the Retention Bonus be exempt from the requirements of Section 409A shareholders of the Internal Revenue Code Company have approved, the Pinnacle West Capital Corporation 2012 Long-Term Incentive Plan (the "Plan"), pursuant to which Restricted Stock Units and Dividend Equivalents may be granted to employees of the Company and its subsidiaries. B.The Company desires to grant to Employee Restricted Stock Units and Dividend Equivalents under the terms of the Plan. C.Pursuant to the Plan, the Company and Employee agree as follows:AGREEMENT1.Grant of Award. Pursuant to action of the Committee which was taken on the Date of Grant, the Company grants to Employee ___________ ( ) Restricted Stock Units and related Dividend Equivalents.2.Award Subject to Plan. This Restricted Stock Unit Award and the regulations related Dividend Equivalent Award are granted under and guidance promulgated thereunder, are expressly subject to all of the terms and accordingly, to provisions of the maximum extent permitted, Plan, which terms are incorporated herein by reference, and this Agreement shall be interpreted in a manner consistent therewith. This Agreement is intended to be a binding obligation on you and Award Agreement. In the Company. If this Agreement accurately reflects your understanding as to event of any conflict between the terms and conditions of this Award Agreement and the Retention Bonus, please sign and date one copy of this Agreement no later than March 9, 2018 and return Plan, the same to me for the Company's records. You should make a copy provisions of the executed Retention Bonus Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On behalf of Westmoreland Coal Company (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Agreement (this "Agreement"), which Plan shall be effective as of the date set forth below in Section 7 (the "Effective Date"). control. View More
Section 409a Compliance. Although the Company does not guarantee the tax treatment of the Retention Bonus, the The intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder, Code, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] This Agreement is intended to be a binding obligation o...n you and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign sign, date, and date return to me one copy of this Agreement no later than March 9, 2018 and return the same to me for the Company's records. Agreement. You should make a copy of the executed Retention Bonus Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY WHITING PETROLEUM CORPORATION The above terms and conditions accurately reflect our understanding regarding the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 Dated: ____________________ Signature: ____________________ EX-10.3 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 wll-20200331ex1035b617c.htm FORM OF RETENTION AGREEMENT FOR EXECUTIVE OFFICERS wll_Ex10_3 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On 10.3 EXECUTIVE RETENTION BONUS AGREEMENT Dear ____________: On behalf of Westmoreland Coal Company Whiting Petroleum Corporation and Whiting Oil and Gas Corporation (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, bonus if you agree to the terms and conditions contained in this Retention Bonus Agreement letter agreement (this "Agreement"), which shall be effective as of the date set forth below in Section 7 (the you execute and return a copy of this Agreement (such date, which must occur prior to March 31, 2020, the "Effective Date"). View More
Section 409a Compliance. Although Notwithstanding any provision in the Company does not guarantee Plan or this Agreement to the tax treatment contrary, the Committee may, at any time and without your consent, modify the terms of the Retention Bonus, Option as it determines appropriate to avoid the intent imposition of the parties is that the Retention Bonus be exempt from the requirements of interest or penalties under Section 409A of the Internal Revenue Code; provided, however, that the Committee makes no representati...ons that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the regulations and guidance promulgated thereunder, and accordingly, Code from applying to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. This Agreement Option. THE PULSE BEVERAGE CORPORATION By:_____________________________________ Robert E.Yates, Chief Executive Officer PARTICIPANT: _____________________________________ _________________ EX-10.9 6 exhibit10-9.htm FORM OF STOCK OPTION AGREEMENT AND GRANT NOTICE Filed by Avantafile.com - The Pulse Beverage Corporation - Exhibit 10-9 THE PULSE BEVERAGE CORPORATION 2011 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE The Pulse Beverage Corporation (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock, $0.00001 par value ("Shares") under the Company's 2011 Equity Incentive Plan (the "Plan"). The Option is intended subject to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice"), in the Stock Option Agreement and the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Participant: Grant Date: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (per Unit): $ Option Expiration Date: ______________________ (subject to earlier termination in accordance with the terms of the Retention Bonus, please sign Plan and date one copy the Stock Option Agreement) Type of Option: [ ] Incentive Stock Option* [ ] Nonqualified Stock Option Vesting and Exercisability Schedule: Vesting shall be as follows: __________ shares – immediately __________ shares – __________ __________ shares – __________ Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement no later than March 9, 2018 and return the same to me for the Company's records. Plan. You should make a copy further acknowledge that as of the executed Retention Bonus Grant Date, this Grant Notice, the Stock Option Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions accurately reflect our the Plan set forth the entire understanding between you and the Company regarding the terms Option and conditions supersede all prior oral and written agreements on the subject. THE PULSE BEVERAGE CORPORATION By: ____________________________________ Robert E.Yates, Chief Executive Officer PARTICIPANT __________________________________ ______________ Attachments: 1. Stock Option Agreement 2. 2011 Equity Incentive Plan Address: ______________________________ ______________________________ Taxpayer ID: ___________________________ * See Sections 3 and 4 of the Retention Bonus, Stock Option Agreement. THE PULSE BEVERAGE CORPORATION 2011 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On behalf of Westmoreland Coal Company (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Stock Option Agreement (this "Agreement"), which shall be effective as The Pulse Beverage Corporation has granted you an Option under its 2011 Equity Incentive Plan (the "Plan") to purchase the number of shares of the date set forth below Company's Common Stock indicated in Section 7 your Grant Notice (the "Effective Date"). "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
Section 409a Compliance. Although Notwithstanding any provision in the Company does not guarantee Plan or this Agreement to the tax treatment contrary, the Committee may, at any time and without your consent, modify the terms of the Retention Bonus, Option as it determines appropriate to avoid the intent imposition of the parties is that the Retention Bonus be exempt from the requirements of interest or penalties under Section 409A of the Internal Revenue Code; provided, however, that the Committee makes no representati...ons that the Option will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the regulations and guidance promulgated thereunder, and accordingly, Code from applying to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. This Agreement Option. * See Sections 3 and 4 of the Stock Option Agreement. 4 EX-10.1 2 ex10_1.htm EXHIBIT 10.1 REGENICIN, INC. 2010 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Regenicin, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Common Stock, $0.001 par value ("Shares") under the Company's 2010 Equity Incentive Plan (the "Plan"). The Option is intended subject to be a binding obligation on you and the Company. If this Agreement accurately reflects your understanding as to all the terms and conditions set forth in this Stock Option Grant Notice (this "Grant Notice"), in the Stock Option Agreement and the Plan, which are attached to and incorporated into this Grant Notice in their entirety. Participant : Grant Date: Vesting Commencement Date: Number of Shares Subject to Option: Exercise Price (per Unit): $0.035 Option Expiration Date: Type of Option: __ Incentive Stock Option* __ Nonqualified Stock Option Vesting and Exercisability Schedule: Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the Plan. You further acknowledge that as of the Retention Bonus, please sign Grant Date, this Grant Notice, the Stock Option Agreement and date one copy of this Agreement no later than March 9, 2018 the Plan set forth the entire understanding between you and return the same to me for the Company's records. You should make a copy of the executed Retention Bonus Agreement for your records. Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions accurately reflect our understanding Company regarding the terms Option and conditions of supersede all prior oral and written agreements on the Retention Bonus, subject. REGENICIN, INC. PARTICIPANT By: _____________________________________________________ _____________________________________________________ Name: Randall McCoy Signature Its: CEO Date: _____________________________________________________ Address: _____________________________________________________ Attachments : Taxpayer ID: _____________________________________________________ 1. Stock Option Agreement 2. 2010 Equity Incentive Plan REGENICIN, INC. 2010 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT Pursuant to your Stock Option Grant Notice (the "Grant Notice") and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: Retention Bonus AgreementDear [Named Executive Officer]:On behalf of Westmoreland Coal Company (the "Company"), I am pleased to offer you the opportunity to receive a retention bonus, if you agree to the terms and conditions contained in this Retention Bonus Stock Option Agreement (this "Agreement"), which shall be effective as Regenicin, Inc. has granted you an Option under its 2010 Equity Incentive Plan (the "Plan") to purchase the number of shares of the date set forth below Company's Common Stock indicated in Section 7 your Grant Notice (the "Effective Date"). "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not defined in this Agreement but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More
Section 409a Compliance. Although the Company Group does not guarantee the tax treatment of the Retention Bonus, the intent of the parties is that the Retention Bonus be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith. therewith.11.Administration Subject to the foregoing, this Agreement shall automati...cally terminate upon the satisfaction of all obligations of the Company, IIG, or their successor entities hereunder. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]3 This Agreement is intended to be a binding obligation on you you, IIG, and the Company. If this Agreement accurately reflects your understanding as to the terms and conditions of the Retention Bonus, please sign sign, date, and date return to me one copy of this Agreement no later than March 9, 2018 and return the same to me for the Company's records. Agreement. You should make a copy of the executed Retention Bonus Agreement for your records. Very records.Very truly yours, WESTMORELAND COAL COMPANY The above terms and conditions yours,INVACARE CORPORATIONBy: Name: Title: INVACARE INTERNATIONAL GMBHBy: _______________________________Name: _____________________________Title: ______________________________ This Agreement accurately reflect our reflects my understanding regarding of the terms and conditions of the Retention Bonus, and I hereby confirm my agreement to the same. ___________________________ Dated:Signature ___________________________ __________________________ Print Name Print Title By: Name: Date: Signature Page to Retention Bonus Agreement Schedule of Retention Bonus Agreements (Swiss Form) NamePositionDate of AgreementGoeffrey P. PurtillPresident and Chief Executive OfficerJanuary 26, 2023Cintia FerrieraChief Human Resources OfficerJanuary 26, 2023 EX-10.1 2 exh10-1_wcc8kformoflettera.htm EXHIBIT 10.1 Exhibit EXHIBIT 6 a101_retentionagreementswi.htm EX-10.1 DocumentExhibit 10.1Personal and ConfidentialMarch 7, 2018[Named Executive Officer]Re: ConfidentialJanuary [Date], 2023[Full Name][Email Address]Re: Retention Bonus AgreementDear [Named Executive Officer]:On BonusDear [First Name]: On behalf of Westmoreland Coal Company the Board of Directors (the "Company"), "Board") of Invacare Corporation, an Ohio corporation (the "Company") and Invacare International GmbH ("IIG"), I am pleased to offer you the opportunity to receive a cash retention bonus, bonus in the amount of CHF equivalent of USD $______ (the "Retention Bonus"), if you agree to the terms and conditions contained in this Retention Bonus Agreement letter agreement (this "Agreement"), which shall be effective as of the date set forth below you execute and return a copy of this Agreement (such date, which must occur prior to January 31, 2023, the "Effective Date"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 7 (the "Effective Date"). 3. View More
