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 payments and benefits provided under 13.1. It is intended that 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 Treasury Regulations and IRS guidance thereunder (collectively referred to as "Section 409A"). Notwithstanding anything to the contrary in this Agreement, this Agreement or ma...ke 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, shall, to the maximum extent practicable, possible, be administered, interpreted, and construed in a manner consistent with Section 409A (it being understood that the original intent Company shall in no event have any obligation to indemnify the Executive in respect of any taxes incurred under Section 409A). To the applicable provision without contravening extent that any reimbursement, fringe benefit, or other, similar plan or arrangement in which the requirements Executive participates during the Term or thereafter provides for a "deferral of compensation" within the meaning 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) 409A, (a) the amount of expenses eligible for reimbursement, or in-kind benefits, reimbursement provided to the Executive during any taxable calendar year shall not affect the amount of expenses eligible for reimbursement, reimbursement or in-kind benefits provided to be provided, the Executive in any other taxable year; and (iii) such payments calendar year, (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed 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 applicable expense is incurred, (c) the related taxes. (c) Notwithstanding right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other provision benefit, and (d) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of this Agreement, expenses. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive's employment shall be made unless and until the Executive incurs a "separation from service" within the meaning of Section 409A. In the case of any amounts payable to the Executive under this Agreement that may be treated as payable in the form of "a series of installment payments", as defined in Treasury Regulation Section 1.409A-2(b)(2)(iii), the Executive's right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of such Treasury Regulation. If any paragraph of this Agreement provides for payment within a time period, the determination of when such payment shall be made within such time period shall be solely in the discretion of the Companies. 13.2. If the Executive is a "specified employee" as determined pursuant to Section 409A as of the date of the Executive's termination of employment and if any payment (including the provision of benefits) hereunder provides or benefit provided for the in this Agreement or otherwise both (x) constitutes a "deferral of compensation" within the meaning of Section 409A(d)(1), if 409A and (y) cannot be paid or provided in the manner otherwise provided without subjecting the Executive to additional tax, interest, or penalties under Section 409A, then any such payment or benefit shall be delayed until the earlier of (i) the date which is a "Specified Executive" 6 months after the Executive's "separation from service" 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 409A for any reason other than death, 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 (ii) the date of the Executive's death. The amount provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty, or interest pursuant to Section 409A. Any payment that would or benefit otherwise payable or to be paid provided to the Executive during upon or in the 6 month period following the Executive's "separation from service" that is not so paid or provided by reason of this period Section 13 shall instead be accumulated and paid or provided to the Executive on in a single lump sum, as soon as practicable (and in all events within 15 days) after the fifteenth (15th) day of date that is 6 months after the first calendar month following Executive's "separation from service" (or, if earlier, as soon as practicable, and in all events within 15 days, after the end of date the six-month period. Executive's death). 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 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 Sectio...n 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, and, accordingly, to the maximum extent practicable, permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive's termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a "separation from service" within the original intent meaning of the applicable provision without contravening the requirements of Code Section 409A of and the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement regulations and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. other guidance promulgated thereunder. (b) Anything Notwithstanding any provision in this Agreement to the contrary notwithstanding, each contrary, if the Executive is deemed on the date of the Executive's separation from service 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 providing of compensation any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's separation from service, and (ii) the date of the Executive's death (the "Delay Period"). On the first day of the seventh (7th) month following the date of the Executive's separation from service or, if earlier, on the date of the Executive's death, all payments delayed pursuant to this Section 18 shall be treated as paid or reimbursed to the Executive in a separate lump sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant and benefits due to the Executive under this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. 10 (c) To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(iv)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event 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, and (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) year. (d) If under this Agreement, any amount is to be paid in two (2) or more installments, each such payments installment 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 treated 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 a separate payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning purposes 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. 409A. View More
Section 409a of the Code. (a) The payments and benefits provided under It is intended that the provisions of this Agreement are intended to comply with or be are exempt from the requirements of Section 409A of Code and the Code ("Section 409A") regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be interpreted or construed in a manner consistent with that intent. The Company shall not accelerate any payment the requirements for avoiding taxes or t...he provision of any benefits penalties 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 Code Section 409A. If, in the good faith judgment of the Company, If any provision of this Agreement could (or of any award of compensation, including equity compensation or benefits) would cause the Executive to be subject to adverse incur any additional tax or unintended tax consequences interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith timely reform such provision shall be modified by the Company in its sole discretion to maintain, comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision without contravening shall be maintained, but the requirements Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 10 (b) Notwithstanding any other provision of this Agreement, if at the time of the Code. This Executive's "separation from service" (as defined under Section 10 does not create an obligation on the part of the Company to modify this Agreement 409A), he is a "specified employee," determined in accordance with Section 409A, any payments and does not guarantee that the amounts or benefits owed provided under this Agreement will not be that constitute "nonqualified deferred compensation" subject to interest and penalties under Section 409A. (b) Anything in this Agreement to the contrary notwithstanding, each payment of compensation made 409A that are provided to the Executive on account of his separation from service shall not be paid until the first payroll date to occur following the six-month anniversary of the Employee's separation from service ("Specified Employee Payment Date"). The aggregate amount of any payments that would otherwise have been made during such six-month period shall be treated as paid in a separate lump sum on the Specified Employee Payment Date without interest and distinct payment from all other such thereafter, any remaining payments for purposes of Section 409A. The actual date of payment pursuant to this Agreement shall be within paid without delay in accordance with their original schedule. If the sole discretion of Executive dies during the Company. In no event may six-month period, any delayed payments shall be paid to the Company be permitted to control Executive's estate in a lump sum upon the year in which payment occurs. Executive's death. (c) 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 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; 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. was incurred. 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 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 Sectio...n 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, and, accordingly, to the maximum extent practicable, permitted, this Agreement shall be construed and interpreted in accordance with such intent. The Executive's termination of employment (or words to similar effect) shall not be deemed to have occurred for purposes of this Agreement unless such termination of employment constitutes a "separation from service" within the original intent meaning of the applicable provision without contravening the requirements of Code Section 409A of and the Code. This Section 10 does not create an obligation on the part of the Company to modify this Agreement regulations 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 other guidance promulgated thereunder. Notwithstanding any provision in this Agreement to the contrary notwithstanding, each contrary, if the Executive is deemed on the date of the Executive's separation from service 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 providing of compensation any benefit that constitutes "non-qualified deferred compensation" pursuant to Code Section 409A and the regulations issued thereunder that is payable due to the Executive's separation from service, to the extent required to be delayed in compliance with Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided to the Executive prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Executive's separation from service, and (ii) the date of the Executive's death (the "Delay Period"). On the first day of the seventh month following the date of the Executive's separation from service or, if earlier, on the date of the Executive's death, all payments delayed pursuant to this Section 19 shall be treated as paid or reimbursed to the Executive in a separate lump sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant and benefits due to the Executive under this Agreement shall be within paid or provided in accordance with the sole discretion normal payment dates specified for them herein. To the extent any reimbursement of costs and expenses (including reimbursement of COBRA premiums pursuant to Section 7(c)(v)) provided for under this Agreement constitutes taxable income to the Executive for Federal income tax purposes, such reimbursements shall be made as soon as practicable after the Executive provides proper documentation supporting reimbursement but in no event 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, and (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) year. If under this Agreement, any amount is to be paid in two or more installments, each such payments installment 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 treated 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 a separate payment (including the provision of benefits) hereunder provides for the "deferral of compensation" within the meaning purposes 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. 409A. View More
Section 409a of the Code. (a) This Agreement is intended to meet the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. The payments and benefits provided under to Executive pursuant to this Agreement are also 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, possible, under either 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 separation pay exemption pursuant to this Agreement shall be within the sole discretion of the Company. In no event may the Company be permitted Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to control the year in which payment occurs. With regard Treasury regulation §1.409A-1(b)(4), and any installment paid 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 Executive under this Agreement shall be paid considered a separate payment. In the event the terms of this Agreement would subject Executive to taxes or penalties under Section 409A of the Code ("409A Penalties"), the Company and Executive shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the Executive on or before December 31st of extent possible; provided that in no event shall the calendar year immediately following the calendar year Company be responsible for any 409A Penalties that arise in which the Executive remits the related taxes. (c) connection with any amounts payable under this Agreement. 16 Lucinda M. Baier (b) 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 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Executive" "specified employee" 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 Code on the date of the Executive's Separation from Service (the "Separation Date"), then no such payment shall be made during the period beginning on the Separation Date and ending on the date that is six months following the Executive's Separation from Service Date or, if earlier, on the date of the Executive's death. death, if the earlier making of such payment would result in tax penalties being imposed on the Executive under Section 409A of the Code. The amount of any payment that would otherwise be paid to the Executive during this period shall instead be paid paid, with interest at the rate of 5% per annum, to the Executive on the fifteenth (15th) first business day following the date that is six months following the Separation Date or, if earlier, the date of the Executive's death. (ii) Payments with respect to reimbursements of all expenses pursuant to this Agreement shall be made promptly, but in any event on or before the last day of the first calendar month year following the end calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind benefit provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefit to provided, in any other calendar year and the Executive's right to such reimbursement or in-kind benefits may not be liquidated or exchanged for any other benefit. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of penalties on the Executive pursuant to Section 409A of the six-month period. Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. View More
Section 409a of the Code. (a) The payments and benefits provided under this General. This Agreement are is 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 f...aith 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 meet 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 Code 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 interpreted 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 construed consistent with 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) intent. (b) Deferred Compensation. 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 409A(d)(1) of the Code, the payment shall be paid (or provided) in accordance with the following: (i) If the Executive is a "Specified Executive" Employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code 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. (ii) Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. (iii) Payments with respect to reimbursements of expenses shall be made in accordance with Company policy and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year. View More
Section 409a of the Code. (a) The payments and benefits provided under It is intended that the provisions of this Agreement are intended to comply with or be exempt from Section 409A of Code and the Code ("Section 409A") regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be interpreted or construed in a manner consistent with that intent. The Company shall not accelerate any payment the requirements for avoiding taxes or the provision of any bene...fits penalties 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 Code Section 409A. If, in the good faith judgment of the Company, If any provision of this Agreement could (or of any award of compensation, including equity compensation or benefits) would cause the Executive to be subject to adverse incur any additional tax or unintended tax consequences interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision shall be modified by the Company in its sole discretion to maintain, comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision without contravening shall be maintained, but the requirements Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A and, for purposes of the Code. This Section 10 does not create an obligation on the part any such provision of the Company this Agreement, references to modify this Agreement and does not guarantee that the amounts a "resignation," "termination," "termination of employment" or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in like terms shall mean Separation from Service. Any provision of this Agreement to the contrary notwithstanding, each if at the time of the Executive's Separation from Service, the Company determines that the Executive is a "Specified Employee," within the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation made under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive's death (the "Delay Period"). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive shall be treated as in a separate lump-sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant to and benefits due under this Agreement shall be within paid or provided in accordance with the sole discretion of the Company. In no event may the Company be permitted to control the year in which normal payment occurs. dates specified for them herein. 8 (c) 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 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; year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect 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 was incurred. (d) Each payment made 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" designated as a "separate payment" 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 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. 409A. View More
Section 409a of the Code. (a) The payments and benefits provided under It is intended that the provisions of this Agreement are intended to comply with or be exempt from Section 409A of Code and the Code ("Section 409A") regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be interpreted or construed in a manner consistent with that intent. The Company shall not accelerate any payment the requirements for avoiding taxes or the provision of any bene...fits penalties 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 Code Section 409A. If, in the good faith judgment of the Company, If any provision of this Agreement could (or of any award of compensation, including equity compensation or benefits) would cause the Executive to be subject to adverse incur any additional tax or unintended tax consequences interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision shall be modified by the Company in its sole discretion to maintain, comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision without contravening shall be maintained, but the requirements Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A and, for purposes of the Code. This Section 10 does not create an obligation on the part any such provision of the Company this Agreement, references to modify this Agreement and does not guarantee that the amounts a "resignation," "termination," "termination of employment" or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in like terms shall mean Separation from Service. Any provision of this Agreement to the contrary notwithstanding, each if at the time of the Executive's Separation from Service, the Company determines that the Executive is a "Specified Employee," within the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation made under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive's death (the "Delay Period"). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive shall be treated as in a separate lump-sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant to and benefits due under this Agreement shall be within paid or provided in accordance with the sole discretion of the Company. In no event may the Company be permitted to control the year in which normal payment occurs. dates specified for them herein. 14 (c) 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 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; year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect 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 was incurred. (d) Each payment made 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" designated as a "separate payment" 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 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. 409A. View More
Section 409a of the Code. (a) The payments and benefits provided under It is intended that the provisions of this Agreement are intended to comply with or be exempt from Section 409A of Code and the Code ("Section 409A") regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be interpreted or construed in a manner consistent with that intent. The Company shall not accelerate any payment the requirements for avoiding taxes or the provision of any bene...fits penalties 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 Code Section 409A. If, in the good faith judgment of the Company, If any provision of this Agreement could (or of any award of compensation, including equity compensation or benefits) would cause the Executive to be subject to adverse incur any additional tax or unintended tax consequences interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision shall be modified by the Company in its sole discretion to maintain, comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision without contravening shall be maintained, but the requirements Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. 12 (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A and, for purposes of the Code. This Section 10 does not create an obligation on the part any such provision of the Company this Agreement, references to modify this Agreement and does not guarantee that the amounts a "resignation," "termination," "termination of employment" or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in like terms shall mean Separation from Service. Any provision of this Agreement to the contrary notwithstanding, each if at the time of the Executive's Separation from Service, the Company determines that the Executive is a "Specified Employee," within the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation made under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive's death (the "Delay Period"). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive shall be treated as in a separate lump-sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant to and benefits due under this Agreement shall be within paid or provided in accordance with the sole discretion of the Company. In no event may the Company be permitted to control the year in which normal payment occurs. dates specified for them herein. (c) 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 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; year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect 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 was incurred. (d) Each payment made 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" designated as a "separate payment" 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 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. 409A. View More
Section 409a of the Code. (a) The payments and benefits provided under It is intended that the provisions of this Agreement are intended to comply with or be exempt from Section 409A of Code and the Code ("Section 409A") regulations and guidance promulgated thereunder (collectively "Code Section 409A"), and all provisions of this Agreement shall be interpreted or construed in a manner consistent with that intent. The Company shall not accelerate any payment the requirements for avoiding taxes or the provision of any bene...fits penalties 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 Code Section 409A. If, in the good faith judgment of the Company, If any provision of this Agreement could (or of any award of compensation, including equity compensation or benefits) would cause the Executive to be subject to adverse incur any additional tax or unintended tax consequences interest under Code Section 409A, the Company shall, upon the specific request of the Executive, use its reasonable business efforts to in good faith reform such provision shall be modified by the Company in its sole discretion to maintain, comply with Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to the Executive and the Company of the applicable provision without contravening shall be maintained, but the requirements Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to the Company. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Code Section 409A so long as it has acted in good faith with regard to compliance therewith. (b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "Separation from Service" within the meaning of Section 409A and, for purposes of the Code. This Section 10 does not create an obligation on the part any such provision of the Company this Agreement, references to modify this Agreement and does not guarantee that the amounts a "resignation," "termination," "termination of employment" or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A. (b) Anything in like terms shall mean Separation from Service. Any provision of this Agreement to the contrary notwithstanding, each if at the time of the Executive's Separation from Service, the Company determines that the Executive is a "Specified Employee," within the meaning of Code Section 409A, based on an identification date of December 31, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on account of such separation from service would be considered nonqualified deferred compensation made under Code Section 409A, such payment or benefit shall be paid or provided at the date which is the earlier of (i) six (6) months and one day after such separation from service, and (ii) the date of the Executive's death (the "Delay Period"). Within five days of the end of the Delay Period, all payments and benefits delayed pursuant to this Section 10(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or provided to the Executive shall be treated as in a separate lump-sum, and distinct payment from all other such any remaining payments for purposes of Section 409A. The actual date of payment pursuant to and benefits due under this Agreement shall be within paid or provided in accordance with the sole discretion of the Company. In no event may the Company be permitted to control the year in which normal payment occurs. dates specified for them herein. 14 (c) 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 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; year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect 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 was incurred. (d) Each payment made 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" designated as a "separate payment" within the meaning of Code Section 409A(d)(1), if the Executive is 409A and a "Specified Executive" within the meaning series of Section 409A(a)(2)(B)(i) on the date of the Executive's Separation from Service, then no such payment installment payments shall be made or commence during the period beginning on the date treated as a series 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. "separate payments". View More
