Section 409a of the Internal Revenue Code Clause Example with 35 Variations from Business Contracts
This page contains Section 409a of the Internal Revenue 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 Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder shall constitute non-qualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. If any provision of this Agreement (or of any award of compensation, including equity compensation or benefits...) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. b.Separation from Service. A termination of employment or separation from service shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof.View More
Variations of a "Section 409a of the Internal Revenue Code" Clause from Business Contracts
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that provision. However, the Company shall maintain to the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever 6 shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that provision. However, the Company shall maintain to the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments 8 or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts provision. However, the Company shall maintain to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to 6 the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does 6 not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that provision. However, the Company shall maintain to the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that provision. However, the Company shall maintain to the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for the Executive with respect to any income recognized by the Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend that no payments or benefits hereunder Notwithstanding anything contained in this Agreement to the contrary, to the maximum extent permitted by applicable law, amounts payable to the Executive pursuant to Section 4 are intended to be made in reliance upon Treas. Reg. § 1.409A-1(b)(4) (short-term deferral). No amounts payable under this Agreement upon the Executive's termination of employment shall constitute non-qualified deferred compensation be payable unl...ess the Executive's termination of employment constitutes a "separation from service" within the meaning of Treas. Reg. § 1.409A-1(h). The Company and the Executive intend that their exercise of authority or discretion under this Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions of this Agreement shall be construed in a manner consistent with such intention. ("Section 409A"). If any provision of this Agreement (or does not satisfy the requirements of Section 409A, such provision shall nevertheless be applied in a manner consistent with those requirements. If any award provision of compensation, including equity compensation or benefits) this Agreement would cause subject the Executive to incur any additional tax or interest under Section 409A, the Company shall, upon shall reform the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that provision. However, the Company shall maintain to the maximum extent practicable, practicable the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, without subjecting the Executive to additional tax or interest, and the Company shall have not be required to incur any additional compensation expense as a result of the reformed provision. In no obligation to make event whatsoever shall the Company be liable for any changes tax, interest or penalties that could create any material additional economic cost or loss of material benefit to may be imposed on the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, no particular tax result for Executive with respect to any income recognized by Executive in connection with this Agreement is guaranteed. Neither the Company nor any of its affiliates shall have no any obligation to indemnify or otherwise hold the Executive harmless from any or all such taxes, interest, or penalties, or liability with regard for any damages related thereto. The Executive acknowledges that he has been advised to any failure to comply obtain independent legal, tax or other counsel in connection with Section 409A so long as it has acted in good faith with regard 409A. Each payment under this Agreement is intended to compliance therewith. b.Separation from Service. A termination be a "separate payment" and not a series of employment or separation from service shall not be deemed to have occurred payments for purposes of any provision of this Agreement providing for the payment Section 409A. Any payments or reimbursements of any amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A upon or following a termination of employment or separation from service unless such termination also constitutes a "Separation from Service" within the meaning of Section 409A and, expenses provided for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines made in accordance with Sections Treas. Reg. § 1.409A-3(i)(1)(iv). All references in this Agreement to Section 409A include rules, regulations, and 416(i) guidance of general application issued by the Department of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive is a Specified Executive of the Company on the date he experiences a separation from service with the Company and that a delay in benefits provided Treasury under this Agreement is necessary to comply with Code Section 409A(A)(2)(B)(i), then any post separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, shall be delayed for a period of six (6) months following the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. 409A. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expen...ses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no payments or benefits hereunder shall constitute non-qualified deferred compensation later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Internal Revenue Code Code. In addition, Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be construed in a manner consistent with such intention. If any provision of due to Executive under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, that are payable upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. b.Separation from Service. A Executive's termination of employment or separation from service shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for incurred a "separation from service" from the payment of any amounts or benefits that constitute nonqualified deferred compensation Company within the meaning of Section 409A upon of the Code. In addition, for purposes of this Agreement, each amount to be paid or following benefit to be provided to Executive pursuant to this Agreement shall be construed as a termination separate identified payment for purposes of employment or Section 409A of the Code and any payments described herein that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be 8 treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a "specified employee," as defined in Section 409A of the Code, as of the date of Executive's separation from service unless such termination also service, then to the extent any amount payable under this Agreement (i) constitutes a "Separation from Service" the payment of nonqualified deferred compensation, within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive Code, (ii) is a Specified Executive of the Company on the date he experiences a payable upon Executive's separation from service with and (iii) under the Company and that a delay in benefits provided under terms of this Agreement is necessary would be payable prior to comply with Code Section 409A(A)(2)(B)(i), then any post the six-month anniversary of Executive's separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, service, such payment shall be delayed for a period until the earlier to occur of six (6) months following (A) the six-month anniversary of the separation from service or (B) the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. death. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expen...ses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no payments or benefits hereunder shall constitute non-qualified deferred compensation later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Internal Revenue Code Code. In addition, Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be construed in a manner consistent with such intention. If any provision of due to Executive under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, that are payable upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. b.Separation from Service. A Executive's termination of employment or separation from service shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for incurred a "separation from service" from the payment of any amounts or benefits that constitute nonqualified deferred compensation Company within the meaning of Section 409A upon of the Code. In addition, for purposes of this Agreement, each amount to be paid or following benefit to be provided to Executive pursuant to this Agreement shall be construed as a termination separate identified 8 payment for purposes of employment or Section 409A of the Code and any payments described herein that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a "specified employee," as defined in Section 409A of the Code, as of the date of Executive's separation from service unless such termination also service, then to the extent any amount payable under this Agreement (i) constitutes a "Separation from Service" the payment of nonqualified deferred compensation, within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive Code, (ii) is a Specified Executive of the Company on the date he experiences a payable upon Executive's separation from service with and (iii) under the Company and that a delay in benefits provided under terms of this Agreement is necessary would be payable prior to comply with Code Section 409A(A)(2)(B)(i), then any post the six-month anniversary of Executive's separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, service, such payment shall be delayed for a period until the earlier to occur of six (6) months following (A) the six-month anniversary of the separation from service or (B) the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. death. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expen...ses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no payments or benefits hereunder shall constitute non-qualified deferred compensation later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Internal Revenue Code Code. In addition, Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be construed in a manner consistent with such intention. If any provision of due to Executive under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, that are payable upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. b.Separation from Service. A Executive's termination of employment or separation from service shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for 9 incurred a "separation from service" from the payment of any amounts or benefits that constitute nonqualified deferred compensation Company within the meaning of Section 409A upon of the Code. In addition, for purposes of this Agreement, each amount to be paid or following benefit to be provided to Executive pursuant to this Agreement shall be construed as a termination separate identified payment for purposes of employment or Section 409A of the Code and any payments described herein that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a "specified employee," as defined in Section 409A of the Code, as of the date of Executive's separation from service unless such termination also service, then to the extent any amount payable under this Agreement (i) constitutes a "Separation from Service" the payment of nonqualified deferred compensation, within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive Code, (ii) is a Specified Executive of the Company on the date he experiences a payable upon Executive's separation from service with and (iii) under the Company and that a delay in benefits provided under terms of this Agreement is necessary would be payable prior to comply with Code Section 409A(A)(2)(B)(i), then any post the six-month anniversary of Executive's separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, service, such payment shall be delayed for a period until the earlier to occur of six (6) months following (A) the six-month anniversary of the separation from service or (B) the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. death. View More
Section 409a of the Internal Revenue Code. a.Parties' Intent. The Parties intend It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses 9 eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the exp...enses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no payments or benefits hereunder shall constitute non-qualified deferred compensation later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Internal Revenue Code Code. In addition, Executive's right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of 1986, as amended (the "Code"), and the regulations thereunder (collectively, "Section 409A") and all provisions Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be construed in a manner consistent with such intention. If any provision of due to Executive under this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A, the Company shall, that are payable upon the specific request of Executive, use its reasonable business efforts to in good faith reform such provision to be exempt from, or comply with, Code Section 409A; provided, that to the maximum extent practicable, the original intent and economic benefit to Executive and the Company of the applicable provision shall be maintained, and the Company shall have no obligation to make any changes that could create any material additional economic cost or loss of material benefit to the Company. The Company shall timely use its reasonable business efforts to amend any plan or program in which Executive participates to bring it under an exemption from, or in compliance with, Section 409A. Notwithstanding the foregoing, the Company shall have no liability with regard to any failure to comply with Section 409A so long as it has acted in good faith with regard to compliance therewith. b.Separation from Service. A Executive's termination of employment or separation from service shall not until Executive would be deemed considered to have occurred for purposes of any provision of this Agreement providing for incurred a "separation from service" from the payment of any amounts or benefits that constitute nonqualified deferred compensation Company within the meaning of Section 409A upon of the Code. In addition, for purposes of this Agreement, each amount to be paid or following benefit to be provided to Executive pursuant to this Agreement shall be construed as a termination separate identified payment for purposes of employment or Section 409A of the Code and any payments described herein that are due within the "short term deferral period" as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a "specified employee," as defined in Section 409A of the Code, as of the date of Executive's separation from service unless such termination also service, then to the extent any amount payable under this Agreement (i) constitutes a "Separation from Service" the payment of nonqualified deferred compensation, within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment," "separation from service" or like terms shall mean Separation from Service. c.Separate Payments. Each installment payment required under this Agreement shall be considered a separate payment for purposes of Section 409A. d.Delayed Distribution to Specified Executives. If the Company determines in accordance with Sections 409A and 416(i) of the Code and the regulations promulgated thereunder, in the Company's sole discretion, that Executive Code, (ii) is a Specified Executive of the Company on the date he experiences a payable upon Executive's separation from service with and (iii) under the Company and that a delay in benefits provided under terms of this Agreement is necessary would be payable prior to comply with Code Section 409A(A)(2)(B)(i), then any post the six-month anniversary of Executive's separation payments and any continuation of benefits or reimbursement of benefit costs provided by this Agreement, and not otherwise exempt from Section 409A, service, such payment shall be delayed for a period until the earlier to occur of six (6) months following (A) the six-month anniversary of the separation from service or (B) the date of Executive's separation from service (the "409A Delay Period"). In such event, any post separation payments and the cost of any continuation of benefits provided under this Agreement that would otherwise be due and payable to Executive during the 409A Delay Period shall be paid to Executive in a lump sum cash amount in the month following the end of the 409A Delay Period. For purposes of this Agreement, "Specified" shall mean an employee who, on an Identification Date ("Identification Date" shall mean each December 31) is a key employee as defined in Section 416(i) of the Code without regard to paragraph (5) thereof. death. View More
