Section 409a of the Code Clause Example with 166 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) The payments and benefits provided under this Agreement are intended to comply with or be exempt from Section 409A of the Code ("Section 409A") and shall be interpreted or construed consistent with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A. If, in the good faith judgment of ...the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within the sole discretion of the Company. In no event may the Company be permitted to control the year in which payment occurs. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31st of the calendar year immediately following the calendar year in which the Executive remits the related taxes. (c) Notwithstanding any other provision of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period.View More
Variations of a "Section 409a of the Code" Clause from Business Contracts
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the 13 regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by paid or reimbursed to Executive in a lump sum plus interest credited from the Company in its sole discretion to maintain, date of Executive's separation from service to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant at the "applicable federal rate" provided for in Section 7872(f)(2)(A) of the Code in effect as of the date of such separation from service, and any remaining payments and benefits due to Executive under this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. 7 (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 16(a) shall be modified by paid or reimbursed to Executive in a lump sum plus interest credited from the Company in its sole discretion to maintain, date of Executive's separation from service to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant at the "applicable federal rate" provided for in Section 7872(f)(2)(A) of the Code in effect as of the date of such separation from service, and any remaining payments and benefits due to Executive under this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. 12 (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 16(a) shall be modified by paid or reimbursed to Executive in a lump sum plus interest credited from the Company in its sole discretion to maintain, date of Executive's separation from service to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant at the "applicable federal rate" provided for in Section 7872(f)(2)(A) of the Code in effect as of the date of such separation from service, and any remaining payments and benefits due to Executive under this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The payments and benefits provided under this This Agreement are is intended to comply with or be exempt from satisfy the requirements of Section 409A of the Code ("Section 409A") with respect to amounts subject thereto and shall be interpreted or and construed and shall be performed by the parties consistent with that intent. The such intent, and the Company shall not accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benef...its if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A. If, in the good faith judgment of the Company, any provision of this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision shall be modified by the Company in its sole discretion to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on (b) Except as expressly provided otherwise herein, no reimbursement payable to the part Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to covered by this Agreement shall be within the sole discretion of the Company. In no event may the Company be permitted to control the year in which payment occurs. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before paid later than the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. Any tax gross-up payments provided under this Agreement shall be paid to the Executive on or before December 31st of the calendar year immediately following the calendar year in which the Executive remits related expense was incurred, and no such reimbursement during any calendar year shall affect the related taxes. (c) Notwithstanding amounts eligible for reimbursement in any other provision of this Agreement, calendar year, except, in each case, to the extent that the right to any payment (including the provision of benefits) hereunder provides reimbursement does not provide for the a "deferral of compensation" within the meaning of Section 409A(d)(1), 409A of the Code. To the extent providing for deferral of compensation within the meaning of Section 409A of the Code, any payments or benefits to which the Executive is entitled upon a termination of employment shall be paid no earlier than the date on which the Executive incurs a "separation from service" as set forth in Section 5. (c) Notwithstanding anything herein to the contrary, if the Executive is a "Specified Executive" "specified employee," for purposes of Section 409A of the Code, as determined under the Company's established methodology for determining specified employees, on the date on which the Executive separates from service, any payment hereunder (including any provision of continued benefits) that provides for the deferral of compensation within the meaning of Section 409A(a)(2)(B)(i) on the date 409A of the Executive's Separation from Service, then no such payment Code (the "Delayed Payment Amounts") shall not be made paid or commence during to be paid on any date prior to the period beginning on the date of the Executive's Separation from Service and ending on first business day after the date that is six months following the Executive's Separation from Service or, if earlier, on Date of Termination; provided, however, that payment of the date Delayed Payment Amounts shall commence within 30 days of the Executive's death. The amount death in the event of any payment that would otherwise be paid his death prior to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. The Delayed Payment Amounts shall earn interest at the prime rate published in The Wall Street Journal on the Date of Termination until the date that payment of such amounts to the Executive or his legal representatives is completed pursuant to the terms of this Agreement. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder and not exempt from Code Section 409A as a short-term deferral or make or provide any otherwise that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death. On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 13(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before 10 December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set 12 forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death (the "Delay Period"). On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death (the "Delay Period"). On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. 11 (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the 12 date of Executive's death (the "Delay Period"). On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. 11 (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death (the "Delay Period"). On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
Section 409a of the Code. (a) The intent of the parties is that payments and benefits provided under this Agreement are intended to comply with with, or be exempt from from, Section 409A of the Code ("Section 409A") and and, accordingly, to the maximum extent permitted, this Agreement shall be construed and interpreted or construed consistent in accordance with that such intent. The Company Executive's termination of employment (or words to similar effect) shall not accelerate be deemed to have occurred for purposes of t...his Agreement unless such termination of employment constitutes a "separation from service" within the meaning of Code Section 409A and the regulations and other guidance promulgated thereunder. (a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed on the date of Executive's termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B) and using the identification methodology selected by the Company from time to time, or if none, the default methodology set forth in Code Section 409A, then with regard to any payment or the provision providing of any benefits under this Agreement or make or provide any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefits if such payment benefit shall not be made or provision provided to Executive prior to the earlier of such benefits would, as a result, be subject to tax under Section 409A. If, in (i) the good faith judgment expiration of the Company, any provision six (6) month period measured from the date of Executive's separation from service, and (ii) the date of Executive's death (the "Delay Period"). On the first day of the seventh month following the date of Executive's separation from service or, if earlier, on the date of Executive's death, all payments delayed pursuant to this Agreement could cause the Executive to be subject to adverse or unintended tax consequences under Section 409A, such provision 18(a) shall be modified by the Company paid or reimbursed to Executive in its sole discretion a lump sum, and any remaining payments and benefits due to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the requirements of Section 409A of the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed Executive under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made to the Executive shall be treated as a separate and distinct payment from all other such payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. 11 (b) To the extent any reimbursement of costs and expenses provided for under this Agreement constitutes taxable income to Executive for Federal income tax purposes, such reimbursements shall be made no later than December 31 of the Company. In no event may calendar year next following the Company be permitted to control the calendar year in which payment occurs. the expenses to be reimbursed are incurred. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A: 409A, (i) the right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit; benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Executive's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. year. Any tax gross-up payments gross-ups provided for under this Agreement shall in no event be paid to Executive later than the Executive on or before December 31st 31 of the calendar year immediately following the calendar year in which the Executive remits the related taxes. taxes subject to gross-up are incurred or paid by Executive. (c) Notwithstanding If any other provision amount under this Agreement is to be paid in two or more installments, for purposes of this Agreement, to the extent that the right to any payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning of Code Section 409A(d)(1), if the Executive is a "Specified Executive" within the meaning of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment 409A each installment shall be made or commence during the period beginning on the date of the Executive's Separation from Service and ending on the date that is six months following the Executive's Separation from Service or, if earlier, on the date of the Executive's death. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid to the Executive on the fifteenth (15th) day of the first calendar month following the end of the six-month period. treated as a separate payment. View More
