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 It is intended that any payments and or benefits provided under pursuant to this Agreement are intended satisfy, to comply with or be exempt the greatest extent possible, the exemptions from the application of Section 409A of the Code ("Section 409A") provided under Treasury Regulation Sections 1.409A-1(b)(4) and shall be interpreted or construed consistent with 1.409A-1(b)(5). Notwithstanding the foregoing, if the Company determines that intent. The Company shall not accelerate any paym...ent or the provision of any benefits under benefit described in 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 constitutes "non-qualified deferred compensation" 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 such payment or benefit is payable upon Executive's termination of employment, then such payments or benefits shall be payable only upon Executive's "separation from service." The determination ,of whether and when a separation from service has occurred shall be made in accordance with the right to any payment (including presumptions set forth in Treasury Regulation Section 1.409A-1 (h). In addition, if at the provision time of benefits) hereunder provides for the "deferral of compensation" within the meaning of Section 409A(d)(1), if the Executive's separation from service 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 Code, then, solely to the period beginning on extent necessary to avoid the date incurrence of the adverse personal tax consequences under Section 409A any payment or benefit that Executive becomes entitled to under this Agreement on account of Executive's Separation separation from Service service shall not be payable and ending on such benefit shall not be provided until the date that is the earlier of (i) six (6) months following and one (1) day after Executive's separation from service and (ii) Executive's death. If any such delayed payment is otherwise payable on an installment basis, the Executive's Separation from Service or, if earlier, on first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the date six (6)-month period but for the application of this provision, and the balance of the Executive's death. The amount of installments shall be payable in accordance with their original schedule. In addition, interest at the Prime Rate as reported in the Wall Street Journal shall be added to any payment that would otherwise be paid is delayed pursuant to this Paragraph 3, for the Executive time period 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. which such payment was delayed. View More
Section 409a of the Code. (a) The This Agreement is intended, to the greatest extent permitted under law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder ("Section 409A") such that no benefits or payments and benefits provided under this Agreement are intended subject to comply Section 409A. Notwithstanding anything herein to the contrary, the... timing of any payments under this Agreement shall be made consistent with or such exemption. Executive's right to receive a series of installment payments under this Agreement, if any, shall be exempt from Section 409A treated as a right to receive a series of separate payments. To the Code ("Section 409A") and extent applicable, this Agreement shall be interpreted or construed consistent in accordance with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide Section 409A, including without limitation any such payment regulations or benefits if such payment or provision of such benefits would, as a result, other guidance that may be subject to tax under Section 409A. If, in issued after the good faith judgment of the Company, Retirement Date. Notwithstanding any provision of this Agreement could cause to the Executive to contrary, in the event that the Company determines that any amounts payable hereunder may be subject to adverse or unintended tax consequences Section 409A, the Company may, to the extent permitted under Section 409A, 409A cooperate in good faith to adopt such provision shall be modified by amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company in its sole discretion determines are necessary or appropriate to maintain, to avoid the maximum extent practicable, the original intent imposition of the applicable provision without contravening the requirements of taxes under Section 409A of the Code. This Section 10 does 409A; provided, however, that this paragraph shall not create an obligation on the part of the Company to modify adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and does not guarantee that the amounts or benefits owed Executive's right to reimbursement 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) benefit.20.Attorneys' Fees and Costs. In any action or proceeding brought by a party to enforce 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 provisions of this Agreement, the substantially prevailing party shall be entitled to the extent that the right reasonable attorneys' fees and costs incurred in connection therewith, in addition 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 other relief to which such payment shall party may 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. entitled. View More
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 if at 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 time 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" separation from service within the meaning of Section 409A(d)(1), if 409A of the Code, the Company determines that the Executive is a "Specified Executive" "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on the date account of the Executive's Separation separation from Service, then no service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be made or commence during the period beginning on the date of the Executive's Separation from Service payable and ending on such benefit shall not be provided until the date that is the earlier of (A) six months following and one day after the Executive's Separation separation from Service or, if earlier, on the date of service, or (B) the Executive's death. 11 (b) The amount parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any payment provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that would otherwise all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be paid amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The Company makes no representation or warranty and shall have no liability to the Executive during or any other person if any provisions of this period shall instead be paid Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. (e) Notwithstanding anything herein to the Executive on the fifteenth (15th) day contrary, no event shall constitute a "termination of employment" in this Agreement, unless such event is also a "separation from service," as that term is defined for purposes of Section 409A of the first calendar month following the end Internal Revenue Code of the six-month period. 1986, as amended ("Code"), and Treasury Regulation §1.409A-3(a)(1). View More
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 if at 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 time 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" separation from service within the meaning of Section 409A(d)(1), if 409A of the Code, the Company determines that the Executive is a "Specified Executive" "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on the date account of the Executive's Separation separation from Service, then no service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be made or commence during the period beginning on the date of the Executive's Separation from Service payable and ending on such benefit shall not be provided until the date that is the earlier of (A) six months following and one day after the Executive's Separation separation from Service or, if earlier, on the date of service, or (B) the Executive's death. (b) The amount parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any payment provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that would otherwise all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be paid amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. 11 (c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The Company makes no representation or warranty and shall have no liability to the Executive during or any other person if any provisions of this period shall instead be paid Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. (e) Notwithstanding anything herein to the Executive on the fifteenth (15th) day contrary, no event shall constitute a "termination of employment" in this Agreement, unless such event is also a "separation from service," as that term is defined for purposes of Section 409A of the first calendar month following the end Internal Revenue Code of the six-month period. 1986, as amended ("Code"), and Treasury Regulation §1.409A-3(a)(1). View More
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 if at 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 time 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" separation from service within the meaning of Section 409A(d)(1), if 409A of the Code, the Company determines that the Executive is a "Specified Executive" "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement on the date account of the Executive's Separation separation from Service, then no service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be made or commence during the period beginning on the date of the Executive's Separation from Service payable and ending on such benefit shall not be provided until the date that is the earlier of (A) six months following and one day after the Executive's Separation separation from Service or, if earlier, on the date of service, or (B) the Executive's death. (b) The amount parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any payment provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that would otherwise all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be paid amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. (c) The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). (d) The Company makes no representation or warranty and shall have no liability to the Executive during or any other person if any provisions of this period shall instead be paid Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. (e) Notwithstanding anything herein to the Executive on the fifteenth (15th) day contrary, no event shall constitute a "termination of employment" in this Agreement, unless such event is also a "separation from service," as that term is defined for purposes of Section 409A of the first calendar month following Internal Revenue Code of 1986, as amended ("Code"), and Treasury Regulation §1.409A-3(a)(1). 10 19. Recoupment. Notwithstanding anything herein to the end contrary, Executive may be required to forfeit or repay any or all compensation received by Executive under this Agreement pursuant to the terms of any compensation recovery, recoupment or claw-back policy that may be adopted by or applicable to the six-month period. Company with respect to or under the Dodd-Frank Wall Street Reform and Consumer Protection Act. 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 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 judg...ment 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 Code (including the part of exceptions thereto), to the extent applicable, and the Company to modify shall administer and interpret 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 accordance with such requirements. If any provision contained in this Agreement to conflicts with 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 requirements of Section 409A. The actual date 409A of payment pursuant the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive's entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the sole discretion meaning of Section 409A 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 Code, Executive's employment shall not be subject deemed to liquidation or exchange have terminated unless and until Executive incurs a "separation from service" as defined in Section 409A of the Code. Reimbursement of any expenses provided for another benefit; (ii) in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling's policies with respect thereto as in effect from time to time (but in no event later than the end of calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement, or in-kind benefits, provided reimbursement hereunder during any taxable a calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement in any other taxable year; and (iii) such payments shall be made on year. Notwithstanding anything to the contrary herein, if a -12- payment 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 benefit 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" constitutes nonqualified deferred compensation within the meaning of Section 409A(d)(1), if 409A of the Code is payable or provided due to a "separation from service" for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a "Specified Executive" within "specified employee" (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the meaning extent necessary to comply with the requirements of Section 409A(a)(2)(B)(i) on the date 409A of the Executive's Separation from Service, then no such payment shall Code, 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 (6) months following the Executive's Separation from Service or, if earlier, on after the date of Executive's separation from service (or, if earlier, the date of Executive's death. death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the seventh month following the date of Executive's separation from service (or, if earlier, upon Executive's death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The amount Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the "short-term deferral exception" set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the "two times severance exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the "limited payments exception" set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment that would otherwise be paid to the Executive during under 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. Agreement. View More
Section 409a of the Code. (a) The This Agreement is intended, to the greatest extent permitted under law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder ("Section 409A") such that no benefits or payments and benefits provided under this Agreement are intended subject to comply Section 409A. Notwithstanding anything herein to the contrary, the... timing of any payments under this Agreement shall be made consistent with or such exemption. Executive's right to receive a series of installment payments under this Agreement, if any, shall be exempt from Section 409A treated as a right to receive a series of separate payments. To the Code ("Section 409A") and extent applicable, this Agreement shall be interpreted or construed consistent in accordance with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide Section 409A, including without limitation any such payment regulations or benefits if such payment or provision of such benefits would, as a result, other guidance that may be subject to tax under Section 409A. If, in issued after the good faith judgment of the Company, Termination Date. Notwithstanding any provision of this Agreement could cause to the Executive to contrary, in the event that the Company determines that any amounts payable hereunder may be subject to adverse or unintended tax consequences Section 409A, the Company may, to the extent permitted under Section 409A, 409A cooperate in good faith to adopt such provision shall be modified by amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company in its sole discretion determines are necessary or appropriate to maintain, to avoid 7 US-DOCS\83223529.1 the maximum extent practicable, the original intent imposition of the applicable provision without contravening the requirements of taxes under Section 409A of the Code. This Section 10 does 409A; provided, however, that this paragraph shall not create an obligation on the part of the Company to modify adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and does not guarantee that the amounts or benefits owed Executive's right to reimbursement 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. benefit. View More
Section 409a of the Code. (a) The This Agreement is intended, to the greatest extent permitted under law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder ("Section 409A") such that no benefits or payments and benefits provided under this Agreement are intended subject to comply Section 409A. Notwithstanding anything herein to the contrary, the... timing of any payments under this Agreement shall be made consistent with or such exemption. Executive's right to receive a series of installment payments under this Agreement, if any, shall be exempt from Section 409A treated as a right to receive a series of separate payments. To the Code ("Section 409A") and extent applicable, this Agreement shall be interpreted or construed consistent in accordance with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide Section 409A, including without limitation any such payment regulations or benefits if such payment or provision of such benefits would, as a result, other guidance that may be subject to tax under Section 409A. If, in issued after the good faith judgment of the Company, Termination Date. Notwithstanding any provision of this Agreement could cause to the Executive to contrary, in the event that the Company determines that any amounts payable hereunder may be subject to adverse or unintended tax consequences Section 409A, the Company may, to the extent permitted under Section 409A, 409A cooperate in good faith to adopt such provision shall be modified by amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company in its sole discretion determines are necessary or appropriate to maintain, to avoid the maximum extent practicable, the original intent imposition of the applicable provision without contravening the requirements of taxes under Section 409A of the Code. This Section 10 does 409A; provided, however, that this paragraph shall not create an obligation on the part of the Company to modify adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and does not guarantee that the amounts or benefits owed Executive's right to reimbursement 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. benefit. View More
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 if at 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 time 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" "separation from service" within the meaning of Section 409A(d)(1), if 409A, the Company determines that the Executive is a "Specified Executive" "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment that the Executive becomes entitled to under this Agreement on the date account of the Executive's Separation separation from Service, then no service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be made or commence during the period beginning on the date of the Executive's Separation from Service payable and ending on such benefit shall not be provided until the date that is the earlier of (A) six months following and one day after the Executive's Separation separation from Service or, if earlier, on the date of service, or (B) the Executive's death. The parties intend that this Agreement will be administered in accordance with Section 409A. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. 2 9. Amendment and Termination. This Agreement may be amended by a written instrument signed by the Company and the Executive. No amendment shall accelerate or further defer or otherwise modify the terms of payment to be made hereunder except as permitted by Section 409A of the Code. The Company reserves the right to terminate this Agreement; provided, however, that any such termination will not reduce the amount of any payment that would otherwise be paid previously credited 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. Account. View More
Section 409a of the Code. (a) The This Agreement is intended, to the greatest extent permitted under law, to comply with the short-term deferral exemption and the separation pay exemption provided in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other interpretative guidance issued thereunder ("Section 409A") such that no benefits or payments and benefits provided under this Agreement are intended subject to comply Section 409A. Notwithstanding anything herein to the contrary, the... timing of any payments under this Agreement shall be made consistent with or such exemption. Executive's right to receive a series of installment payments under this Agreement, if any, shall be exempt from Section 409A treated as a right to receive a series of separate payments. To the Code ("Section 409A") and extent applicable, this Agreement shall be interpreted or construed consistent in accordance with that intent. The Company shall not accelerate any payment or the provision of any benefits under this Agreement or make or provide Section 409A, including without limitation any such payment regulations or benefits if such payment or provision of such benefits would, as a result, other guidance that may be subject to tax under Section 409A. If, in issued after the good faith judgment of the Company, Retirement Date. Notwithstanding any provision of this Agreement could cause to the Executive to contrary, in the event that the Company determines that any amounts payable hereunder may be subject to adverse or unintended tax consequences Section 409A, the Company may, to the extent permitted under Section 409A, 409A cooperate in good faith to adopt such provision shall be modified by amendments to this Agreement or adopt other appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company in its sole discretion determines are necessary or appropriate to maintain, to avoid the maximum extent practicable, the original intent imposition of the applicable provision without contravening the requirements of taxes under Section 409A of the Code. This Section 10 does 409A; provided, however, that this paragraph shall not create an obligation on the part of the Company to modify adopt any such amendment, policy or procedure or take any such other action, nor shall the Company have any liability for failing to do so. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A, such reimbursements shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and does not guarantee that the amounts or benefits owed Executive's right to reimbursement 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. benefit. View More
