Section 409a Compliance Clause Example with 5 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. To the extent that the Grantee's right to receive payment of the RSUs and dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 shall be subject to the following rules: (a) The shares of Common Stock underlying the vested RSUs and... the related dividend equivalents shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year anniversary of the Award Date. (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the shares of Common Stock underlying the vested RSUs and related dividends shall be delivered to the Grantee, or the Grantee's personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after the Grantee's death). (c) In the event that any taxes described in Section 8 of this Agreement are due prior to the distribution of shares of Common Stock underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using the method set forth in Section 8(i).View More
Variations of a "Section 409a Compliance" Clause from Business Contracts
Section 409a Compliance. To the extent that the Grantee's right to receive payment of the RSUs and related dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 shall be subject to delivered in accordance with the following rules: requirements of Section ...409A of the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with the Company or an affiliate until such vesting date, terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year applicable anniversary of the Award Date. 6 RETENTION GRANT FEBRUARY 2019 (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the The shares of Common Stock underlying the vested RSUs and the related dividends dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee's death or disability shall be delivered to the Grantee, or the Grantee's his personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after following the Grantee's death). death or disability. (c) In the event that any taxes described in Section 8 7 of this Agreement are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using in cash. (d) Notwithstanding any provision of this Agreement, the method set forth in Grantee shall be solely responsible for the tax consequences related to this Award, and neither the Company nor its affiliates shall be responsible if the Award fails to comply with, or be exempt from, Section 8(i). 409A of the Code. View More
Section 409a Compliance. To the extent that the Grantee's right to receive payment of the RSUs and related dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 shall be subject to delivered in accordance with the following rules: requirements of Section ...409A of the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with the Company or an affiliate until such vesting date, terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year applicable anniversary of the Award Date. 6 RETENTION GRANT MANAGEMENT COMMITTEE - MAY 2018 (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the The shares of Common Stock underlying the vested RSUs and the related dividends dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee's death or disability shall be delivered to the Grantee, or the Grantee's his personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after following the Grantee's death). death or disability. (c) In the event that any taxes described in Section 8 7 of this Agreement are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using in cash. (d) Notwithstanding any provision of this Agreement, the method set forth in Grantee shall be solely responsible for the tax consequences related to this Award, and neither the Company nor its affiliates shall be responsible if the Award fails to comply with, or be exempt from, Section 8(i). 409A of the Code. View More
Section 409a Compliance. To the extent that the Grantee's right to receive payment of the RSUs and dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 7 shall be subject to delivered in accordance with the following rules: requirements of Section 409A o...f the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, on the third anniversary of the Award Date (where the Grantee either remains in continuous employment with the Company or an affiliate until such vesting date or terminates employment prior to the third anniversary of the Award Date due to retirement, as defined above) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year anniversary of the Award Date. (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the The shares of Common Stock underlying the vested RSUs and the related dividends dividend equivalents that are to become vested, and are deliverable, prior to the third anniversary of the Award Date on the Grantee's death or disability shall be delivered to the Grantee, or the Grantee's his personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after following the Grantee's death). death or disability. -5- (c) In the event that any taxes described in Section 8 of this Agreement are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using in cash. (d) Notwithstanding any provision of this Agreement, the method set forth in Grantee shall be solely responsible for the tax consequences related to this Award, and neither the Company nor its affiliates shall be responsible if the Award fails to comply with, or be exempt from, Section 8(i). 409A of the Code. View More
Section 409a Compliance. To the extent that the Grantee's right to receive payment of the RSUs and dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and and/or cash otherwise deliverable under Sections 4 and 6 7 shall be subject to delivered in accordance with the following rules: requirements of Section... 409A of the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with the Company or an affiliate until such vesting date, terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year applicable anniversary of the Award Date. (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the The shares of Common Stock underlying the vested RSUs and the related dividends dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee's death or disability shall be delivered to the Grantee, or the Grantee's his personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after following the Grantee's death). death or disability. (c) In the event that any taxes described in Section 8 of this Agreement are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using in cash. (d) Notwithstanding any provision of this Agreement, the method set forth in Grantee shall be solely responsible for the tax consequences related to this Award, and neither the Company nor its affiliates shall be responsible if the Award fails to comply with, or be exempt from, Section 8(i). 409A of the Code. View More
Section 409a Compliance. To the extent that the Grantee's right to receive payment of the RSUs and dividend equivalents constitutes a "deferral of compensation" within the meaning of Section 409A of the Code and regulatory guidance promulgated thereunder ("Section 409A"), then notwithstanding anything contained in the Plan to the contrary, the shares of Common Stock and cash otherwise deliverable under Sections 4 and 6 7 shall be subject to delivered in accordance with the following rules: requirements of Section 409A o...f the Code because: (a) The shares of Common Stock underlying the vested RSUs and the related dividend equivalents that are to become vested, and are deliverable, on the first, second and/or third anniversaries of the Award Date (where the Grantee either remains in continuous employment with the Company or an affiliate until such vesting date, terminates employment prior to the third year anniversary of the Award Date due to retirement, as defined above, is terminated by the Company for any reason other than Good Cause, or terminates employment for Good Reason) shall be delivered to the Grantee, or his personal representative, beneficiary or estate, as applicable, within thirty (30) days following the earlier of (i) the Grantee's "separation from service" within the meaning of Section 409A, subject to Section 13(b); or (ii) the third year applicable anniversary of the Award Date. (b) Notwithstanding Section 13(a), if any RSUs and related dividend equivalents become payable under Section 13(a)(i) as a result of the Grantee's termination of employment due to retirement or disability and the Grantee is a "specified employee," as determined under the Company's policy for determining specified employees for purposes of Section 409A on the date of such separation from service, then the The shares of Common Stock underlying the vested RSUs and the related dividends dividend equivalents that are to become vested, and are deliverable, prior to the applicable anniversary of the Award Date on the Grantee's death or disability shall be delivered to the Grantee, or the Grantee's his personal representative, beneficiary or estate, as applicable, within thirty (30) days after the first business day that is more than six (6) months after the date of his or her separation from service (or, if the Grantee dies during such six- (6-) month period, within thirty (30) days after following the Grantee's death). death or disability. (c) In the event that any taxes described in Section 8 of this Agreement are due prior to the distribution of shares of Common Stock or cash underlying the RSUs, then the Grantee shall be required to satisfy the tax obligation by using in cash. (d) Notwithstanding any provision of this Agreement, the method set forth in Grantee shall be solely responsible for the tax consequences related to this Award, and neither the Company nor its affiliates shall be responsible if the Award fails to comply with, or be exempt from, Section 8(i). 409A of the Code. View More
