Section 409a of the Code Clause Example with 20 Variations from Business Contracts
This page contains 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.
Section 409a of the Code. (a)This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b)Notwithstanding any o...ther provision of this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Variations of a "Section 409a of the Code" Clause from Business Contracts
Section 409a of the Code. (a)This Agreement (a) Notwithstanding any provision of the Plan to the contrary, it is intended to comply with that the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to Plan comply with Section 409A of the Code or any regulations promulgated an exemption thereunder, including without limitatio...n by delaying the issuance and all provisions of the Shares contemplated hereunder. (b)Notwithstanding Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Plan (including any other provision taxes and penalties under Section 409A of this Agreement the Code), and neither the Company nor any member of the Company Group shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered "deferred compensation" subject to Section 409A of the Code, references in the Plan to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments. (b) Notwithstanding anything in the Plan to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A 409A(a)(2)(B)(i) of the Code, no payments in respect of any RSU Awards that is are "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the such Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee in an Award Agreement or otherwise, in the event that the timing of all taxes and penalties under payments in respect of any Award (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code that may Code) would be imposed on accelerated upon the occurrence of (i) a Change of Control, no such acceleration shall be permitted unless the event giving rise to the Change of Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in respect the ownership of a substantial portion of the Participant in connection with this Agreement, and the Company shall not be liable assets of a corporation pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Code; or (ii) a disability, no such acceleration shall be permitted unless the disability also satisfies the definition of "disability" pursuant to Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A 13 EX-10.3 7 tm2228430d2_ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 GRANITE RIDGE RESOURCES, INC. 2022 OMNIBUS INCENTIVE PLAN 1. PURPOSE OF THE PLAN. The purpose of the Code. 2022 Omnibus Incentive Plan (the "Plan") is to provide favorable opportunities for directors, officers, employees, consultants or advisors employed by or providing service to Granite Ridge Resources, Inc., a Delaware corporation (the "Company"), or any of its Subsidiaries, to acquire shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these individuals to contribute to the future success and prosperity of the Company, thus enhancing the value of the Company's Common Stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend. View More
Section 409a of the Code. (a)This This Performance Stock Unit Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. thereunder, and shall be interpreted consistent with such intent. Without limiting the foregoing, the Committee shall will have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without... limitation by delaying the issuance of the Shares shares of Common Stock contemplated hereunder. (b)Notwithstanding Notwithstanding any other provision of this Agreement to the contrary, if a the Participant is a "specified employee" within the meaning of Section 409A of the Code, and is subject to U.S. federal income tax, no payments in respect of any RSU Performance Stock Unit that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall will be made to such the Participant prior to the date that is six months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of death. Following any applicable six-month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Performance Stock Unit Agreement, and the Company shall will not be liable to any Participant for any payment made under the Plan or this Plan Performance Stock Unit Agreement that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Performance Stock Unit Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series Code 9 16. Exhibit for Non U.S. Participants. If the Participant is residing and/or working outside of payments hereunder the United States, the Performance Stock Units shall be deemed subject to be a separate payment any special provisions set forth in Exhibit A to this Performance Stock Unit Agreement. If the Participant becomes based outside the United States while holding any Performance Stock Units, the special provisions set forth in Exhibit A shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for purposes of Section 409A legal or administrative reasons. Moreover, if the Participant relocates between any of the Code. countries included on Exhibit A, the special provisions set forth in Exhibit A for such country shall apply to the Participant to the extent that the Company determines that the application of such provisions is necessary or advisable for legal or administrative reasons. Exhibit A constitutes part of this Performance Stock Unit Agreement. View More
Section 409a of the Code. (a)This (a) This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any 9 respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance of the Shares contemplated hereunder. (b)Notwithsta...nding (b) Notwithstanding any other provision of this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, Code and is subject to U.S. federal income tax, no payments in respect of any RSU Performance Share that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of death. Following any applicable six-month six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or in respect of the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. Code.21.Book Entry Delivery of Shares. (a) Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates. Any certificates evidencing the Performance Shares may be issued by the Company and any such certificates shall be registered in the Participant's name on the stock transfer books of the Company promptly after the date hereof, but shall remain in the physical custody of the Company or its designee at all times prior to the later of (i) the vesting of Performance Shares pursuant to this Agreement, and (ii) the expiration of any transfer restrictions set forth in this Agreement or otherwise applicable of the Performance Shares. As soon as practicable following such time, any certificates for Shares (if any) shall be delivered to the Participant or to the Participant's legal guardian or representative, along with the stock powers relating thereto. No certificates shall be issued for fractional Shares. To the extent required by the Company, the Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the Performance Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates (if any) to the Participant, any loss by the Participant of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves. (b) To the extent applicable, all book entries (or certificates, if any) representing the Performance Shares shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable Federal or state laws, and the Company may cause notations 10 to be made next to the book entries (or a legend or legends put on certificates, if any) to make appropriate reference to such restrictions. Any such book entry notations (or legends on certificates, if any) shall include a description to the effect of the restrictions set forth in this Agreement. View More
Section 409a of the Code. (a)This Agreement (a) The Award is intended to comply with be exempt from Section 409A of the provisions Code pursuant to the short-term deferral exception and should be interpreted accordingly. Notwithstanding the foregoing or any provision of the Plan, the Notice or these Terms and Conditions to the contrary, if it is determined that the Award constitutes deferred compensation within the meaning of Section 409A of the Code and Code, it is intended that the regulations promulgated thereunder. W...ithout limiting provisions of the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to Award comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, and all provisions of the Shares contemplated hereunder. (b)Notwithstanding Plan, the Notice and these Terms and Conditions shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code, and if Section 409A of the Code requires a delivery or payment event to qualify as a permissible payment event under Section 409A of the Code (i.e., Change in Control or Disability), the provisions of the Award shall be deemed to provide that such delivery or payment event (but not the right to vesting) is required to be (and is defined herein as) a permissible event under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with the Award (including any other provision taxes and penalties under Section 409A of this Agreement the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any portion of the Award that is considered "deferred compensation" subject to Section 409A of the Code, references to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of the Award is designated as a separate payment. (b) Notwithstanding anything in the Plan, the Notice or these Terms and Conditions to the contrary, if a the Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, if the Award or any portion thereof constitutes "deferred compensation" within the meaning of Section 409A of the Code, no payments Shares in respect of any RSU thereof or payments with respect to the Dividend Equivalent Right that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable delivered or paid upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made delivered or paid to such the Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such Shares so delayed payments will be paid delivered in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The 6 (c) If the period during which the Participant is solely responsible has discretion to execute and/or revoke a release of claims straddles two calendar years, the issuance of Shares and liable for the satisfaction of all taxes and penalties under Section 409A of the Code that may be imposed on or payments in respect of the Participant in connection with this Agreement, and Dividend Equivalent Right, to the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under extent such Award constitutes deferred compensation within the meaning of Section 409A of the Code, nor for reporting shall commence as soon as practicable in good faith any payment made under this Agreement as an amount includible in gross income under the second of the two calendar years, regardless of within which calendar year the Participant actually delivers the executed release of claims. Consistent with Section 409A of the Code. Each payment in a series Code, the Participant may not, directly or indirectly, designate the calendar year of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code. payment. View More
Section 409a of the Code. (a)This Agreement (a) It is intended to comply with that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code Code, and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions all provisions of this Agreement shall be construed and interpreted in any respect as may be necessary a manner consistent with the requirements for avoiding taxes or appropriate to comply with penaltie...s under Section 409A of the Code Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or any regulations promulgated thereunder, including without limitation by delaying the issuance in respect of the Shares contemplated hereunder. (b)Notwithstanding any other provision of Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and no member of the Company Group shall have any obligation to indemnify or otherwise hold the contrary, if a Participant (or any beneficiary) harmless from any or all of such taxes or penalties. (b) If the Participant is a "specified employee" within the meaning of Section 409A 409A(2)(B)(i) of the Code, no payments in respect of any RSU if the RSUs that is are "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such the Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee, in the event that the timing of all taxes and penalties under payments in respect of the RSUs (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of the corporation, or a change in the ownership of a substantial portion of the assets of the corporation, pursuant to Section 409A of the Code that may be imposed on or in respect of if and to the Participant in connection with this Agreement, and the Company shall not be liable to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Section 409a of the Code. (a)This (a) Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely 12 responsible and liable for the satisfaction of all taxes and penalties that ...may be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered "deferred compensation" subject to Section 409A of the Code, references in this Agreement to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions Code. For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, each of the Shares contemplated hereunder. (b)Notwithstanding any other provision payments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of the Participant in connection with this Agreement, and the Company shall not be liable "Disability" pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Code if and to the extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Section 409a of the Code. (a)This (a) Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may... be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered "deferred compensation" subject to Section 409A of the Code, references in this Agreement to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions Code. For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, each of the Shares contemplated hereunder. (b)Notwithstanding any other provision payments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered "deferred 10 compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of the Participant in connection with this Agreement, and the Company shall not be liable "Disability" pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Code if and to the extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Section 409a of the Code. (a)This (a) Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may... be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered "deferred compensation" subject to Section 409A of the Code, references in this Agreement to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions Code. For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, each of the Shares contemplated hereunder. (b)Notwithstanding any other provision payments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership 10 or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of the Participant in connection with this Agreement, and the Company shall not be liable "Disability" pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Code if and to the extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Section 409a of the Code. (a)This (a) Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may... be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered "deferred compensation" subject to Section 409A of the Code, references in this Agreement to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions Code. For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, each of the Shares contemplated hereunder. (b)Notwithstanding any other provision payments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided otherwise by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of the Participant in connection with this Agreement, and the Company shall not be liable "Disability" pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Code if and to the extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
Section 409a of the Code. (a)This (a) Notwithstanding any provision of the Plan or this Agreement to the contrary, it is intended to that the provisions of this Agreement comply with, or be exempt from, Section 409A of the Code, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the provisions requirements for avoiding taxes or penalties under Section 409A of the Code. The Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may... be imposed on or in respect of the Participant in connection with this Agreement (including any taxes and penalties under Section 409A of the Code), and neither the Service Recipient nor any other member of the Company Group shall have any obligation to indemnify or otherwise hold the Participant (or any beneficiary) harmless from any or all such taxes or penalties. If the RSUs are considered "deferred compensation" subject to Section 409A of the Code, references in this Agreement to "termination of employment" (and substantially similar phrases) shall mean "separation from service" within the meaning of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions Code. For purposes of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including without limitation by delaying the issuance Code, each of the Shares contemplated hereunder. (b)Notwithstanding any other provision payments that may be made in respect of the RSUs shall be deemed as separate payments. (b) Notwithstanding anything in the Plan or this Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A of the Code, no payments in respect of any RSU that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six (6) months after the date of the Participant's "separation from service" or, if earlier, the Participant's date of the Participant's death. Following any applicable six-month six (6) month delay, all such delayed payments will shall be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. The Participant is solely responsible and liable for (c) Unless otherwise provided by the satisfaction Committee in this Agreement or otherwise, in the event that the timing of all taxes and penalties payments in respect of the RSUs (that would otherwise be considered "deferred compensation" subject to Section 409A of the Code) would be accelerated upon the occurrence of (i) a Change in Control, no such acceleration shall be permitted (to the extent required under Section 409A) unless the event giving rise to the Change in Control satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code that may or (ii) a Disability, no such acceleration shall be imposed on or in respect permitted unless the Disability also satisfies the definition of the Participant in connection with this Agreement, and the Company shall not be liable "Disability" pursuant to any Participant for any payment made under this Plan that is determined to result in an additional tax, penalty or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income Code if and to the extent required under Section 409A of the Code. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A of the Code.View More
