Section 409a Contract Clauses (10,598)

Section 409a. (a) Anything 17.1 General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code and any regulations or guidance promulgated thereunder ("Section 409A") or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any... payments under this Agreement that may be excluded from Section 409A either as "separation pay" or as a "short-term deferral" shall be excluded from Section 409A to the contrary notwithstanding, maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a "separation from service" under Section 409A. Notwithstanding the foregoing, Flagstar makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall Flagstar be liable for all or any portion of any taxes, penalties, interest, or 13 other expenses that may be incurred by Executive on account of non-compliance with Section 409A. 17.2 Specified Employees. Notwithstanding any other provision of this Agreement, if at the time any payment or benefit provided to Executive in connection with his termination of the Executive's separation from service employment is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, the Company determines that the and Executive is determined to be a "specified employee" within the meaning of as defined in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(b)(i), then to the extent any such payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive's separation from service would be considered deferred compensation otherwise 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 payable and such benefit shall not be provided paid until the first payroll date that is to occur following the earlier six-month anniversary of (A) six months and one day after the Termination Date or, if earlier, on Executive's separation from service, or (B) the Executive's death. If death (the "Specified Employee Payment Date"). The aggregate of any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts payments that would otherwise have been paid during before the six-month period but for the application of this provision, and the balance of the installments Specified Employee Payment Date shall be payable paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule. (b) All 17.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefits benefit provided and expenses eligible for reimbursement under this Agreement shall be provided by in accordance with the Company following: (a) the amount of expenses eligible for reimbursement, or incurred by in-kind benefits provided, during each calendar year cannot affect the Executive during the time periods set forth expenses eligible for reimbursement, or in-kind benefits to be provided, in this Agreement. All reimbursements any other calendar year; (b) any reimbursement of an eligible expense shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after to Executive on or before the last day of the taxable calendar year following the taxable calendar year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in incurred; and (c) any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement reimbursements or in-kind benefits is under this Agreement shall not be subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." 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 parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any 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 all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement or the Restrictive Covenants Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 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. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this 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. View More

Section 409a. (a) Anything To the extent (i) any payments to which you become entitled under this Agreement, or any agreement or plan referenced herein, in this Agreement connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A of the contrary notwithstanding, if Code and (ii) you are deemed at the time of such termination of employment to be a "specified" employee under Section 409A of the Executive's Code, then such payment or payments shall... not be made or commence until the earlier of (i) the expiration of the six (6)-month period measured from the date of your "separation from service" (as such term is at the time defined in regulations under Section 409A of the Code) with the Company or (ii) the date of your death following such separation from service within service; provided, however, that such deferral shall only be effected to the meaning extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement (or otherwise referenced herein) is determined to be subject to (and not exempt from) Section 409A of the Code, the Company determines that amount of any such expenses eligible for reimbursement, or the Executive is a "specified employee" within the meaning provision 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 or otherwise on account of the Executive's separation from service would be considered deferred compensation otherwise 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 in-kind benefit, in one calendar year shall not be payable and such benefit shall not be provided until affect the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall or in kind benefits to be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but any other calendar year, in no event shall any reimbursement expenses be paid reimbursed after the last day of the taxable calendar year following the taxable calendar year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses you incurred such expenses, and in one taxable year no event shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or the provision of any in-kind benefits is not benefit be subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." 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 parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its exemption or compliance with Section 409A of the Code, 409A, the provision shall will be read in such a manner so that all payments hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments where such construction is not tenable, that those payments comply with Section 409A to the maximum permissible extent. To the extent any payment under this Agreement may be classified as a "short-term deferral" within the meaning of the Code. Each Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant to this Agreement or the Restrictive Covenants Agreement is (or referenced in this Agreement), and each installment thereof, are intended to constitute a separate payment payments for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 1.409A-2(b)(2) 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. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to under Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. 409A. View More

Section 409a. (a) Anything in To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with Section 409A of Internal Revenue Code of 1986, as amended (the "Code") and Department of Treasury regulations and other interpretive guidance issued thereunder ("Section 409A"). If, however, the parties determine that any compensation or benefits payable under this Agreement may be or become subject to Section 409A, the parties shall cooperate to adopt such amendments to... this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A. 6 b. Notwithstanding any provision to the contrary notwithstanding, if at in the time of the Executive's separation from service within the meaning of Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, your termination of employment must constitute a "separation from service" within the meaning of Treas. Reg. Section 1.409A-1(h) (a "Separation from Service") and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like terms shall mean "Separation from Service." Notwithstanding anything herein to the contrary, if you are deemed at the time of your termination of employment with the Company determines that the Executive is to be a "specified employee" within the meaning for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account portion of the Executive's separation from service would be considered deferred compensation otherwise subject termination benefits to which you are entitled under the 20 percent additional tax imposed pursuant Agreement is required in order to Section 409A(a) of the Code as avoid a result of the application of prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit portion of your termination benefits shall not be provided until the date that is to you prior to the earlier of (A) six months and one day after (i) the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during expiration of the six-month period but for measured from the application of this provision, and the balance date of the installments shall be payable in accordance your Separation from Service with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by (ii) the Executive during date of your death. Upon the time periods set forth earlier of such dates, all payments deferred pursuant to this Section shall be paid in this Agreement. All reimbursements a lump sum to you, and any remaining payments due under the Agreement shall be paid as soon otherwise provided herein. The determination of whether you are a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as administratively practicable, but of the time of your Separation from Service shall made by the Company in no event accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto). Notwithstanding the foregoing or any other provisions of the Agreement, you and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall any reimbursement be paid after treated as a right to receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code. Notwithstanding anything herein to the contrary, to the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable such expenses were incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in by you, (ii) any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is shall not be subject to liquidation or exchange for another benefit. (c) To the extent that any payment benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." 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 parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any 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 all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement or the Restrictive Covenants Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). 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 of the Code and all related rules and regulations in order to preserve the payments and in-kind benefits provided hereunder without additional cost in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to either party. (e) The Company makes no representation or warranty and shall have no liability to the Executive or be provided, in any other person if any provisions of this 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. taxable year. View More

Section 409a. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs Performance Units (including any Dividend Equivalent Rights dividend equivalent rights related thereto) to be made to the Grantee Participant pursuant to this Agreement is intended to qualify as a "short-term deferral" pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain... circumstances, settlement of the PSUs Performance Units or any Dividend Equivalent Rights dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs Performance Units and any Dividend Equivalent Rights dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of the Grantee's a Participant's termination of employment with the Company Corporation and all Service Recipients, its Subsidiaries, the Grantee Participant is a "specified employee" as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company Corporation will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) Participant) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee's Participant's termination of employment with the Company Corporation (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a "termination of employment" shall have the same meaning as "separation from service" under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not "separated from service" with the Company Corporation or Successor. Each payment of PSUs Performance Units (and related Dividend Equivalent Units) dividend equivalent units) constitutes a "separate payment" for purposes of Section 409A of the Code. View More

Section 409a. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs RSUs (including any Dividend Equivalent Rights related thereto) dividend equivalent rights) to be made to the Grantee pursuant to this Agreement is intended to qualify as a "short-term deferral" pursuant to Section 1.409A-1(b)(4) of the Regulations and this Agreement shall be interpreted consistently therewith. However, under certain circumstances, settlement of the ... class="diff-color-red">PSUs RSUs or any Dividend Equivalent Rights dividend equivalent rights may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs RSUs and any Dividend Equivalent Rights dividend equivalent rights in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of the a Grantee's termination of employment with the Company and all Service Recipients, the Grantee is a "specified employee" as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Grantee's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For purposes of this Agreement, a "termination of employment" shall have the same meaning as "separation from of service" under Section 409A of the Code and Grantee shall be deemed to have remained employed so long as Grantee has not "separated from service" with the Company or Successor. Each payment of PSUs RSUs (and related Dividend Equivalent Units) dividend equivalent rights) constitutes a "separate payment" for purposes of Section 409A of the Code. 5 9. Severability. If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect. View More

Found in HCA Healthcare contract

Section 409a. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the PSUs Restricted Share Units (including any Dividend Equivalent Rights related thereto) dividend rights) to be made to the Grantee Recipient pursuant to this Agreement is intended to qualify as a "short-term deferral" pursuant to Section 1.409A-1(b)(4) of the Treasury Regulations and this Agreement shall be interpreted consistently therewith. However, under certain... circumstances, settlement of the PSUs or any Dividend Equivalent Rights Restricted Share Units may not so qualify, and in that case, the Committee shall administer the grant and settlement of such PSUs and any Dividend Equivalent Rights Restricted Share Units in strict compliance with Section 409A of the Code. Further, notwithstanding anything herein to the contrary, if at the time of the Grantee's Recipient's termination of employment with the Company and all Service Recipients, Company, the Grantee Recipient is a "specified employee" as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of service is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Grantee) Recipient) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day 3 following the Grantee's Recipient's termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code), if such payment or benefit is payable upon a termination of employment. For Solely for purposes of this Agreement, complying with Section 409A of the Code, a "termination of employment" shall have the same meaning as "separation from service" under Section 409A of the Code and Grantee the Recipient shall be deemed to have remained employed so long as Grantee the Recipient has not "separated from service" with the Company or Successor. Company. Each payment of PSUs (and related Dividend Equivalent Units) under this Agreement constitutes a "separate payment" for purposes of Section 409A of the Code. View More

Section 409a. (a) The Phantom Units granted pursuant to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything Anything in this Agreement to the contrary, contrary notwithstanding, if ... class="diff-color-red">any Plan provision or this Agreement results in at the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition time of the additional tax, and no such action shall be deemed to adversely affect Executive's separation from service within the Participant's rights to the Phantom Units. (b) Notwithstanding any provision meaning of Section 409A of the Agreement to the contrary, if the Participant is identified by Code, the Company as determines that the Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on of the date on which Code, then to the Participant has a "separation from service" (other than due extent any payment or benefit that the Executive becomes entitled to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled under this Agreement on account of the Executive's separation from service would be considered deferred compensation otherwise 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 payable and such benefit shall not be provided until the date that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." 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 parties intend that this Agreement will be administered in accordance with Section 409A of the Code. To the extent that any 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 all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A‐2(b)(2). The parties agree that this Agreement may be amended, as ____________________________________________________________________________ Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### Exhibit 10.8 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. (e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, Code but do not satisfy an exemption from, or (iii) the conditions of, such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. Section. View More

Found in Candel Therapeutics, Inc. contract

Section 409a. (a) The Phantom Units granted pursuant to this Agreement are intended to comply with or Board intends that, except as may be otherwise determined by the Committee, any awards under the Plan will be either exempt from or satisfy the requirements of Section 409A of the Internal Revenue Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Phantom... Units if such action would result in to avoid the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement any taxes, including additional income or penalty taxes, thereunder. If the Committee determines that an award, award agreement, acceleration, adjustment to the contrary, if any Plan provision or this Agreement results in the imposition terms of an additional tax under Code Section 409A, that Plan provision award, payment, distribution, deferral election, transaction or provision of this Agreement shall be reformed, to any other action or arrangement contemplated by the extent permissible under Code Section 409A, to avoid imposition provisions of the additional tax, Plan would, if undertaken, cause a Recipient's award to violate Section 409A of the Internal Revenue Code, unless the Committee expressly determines otherwise, such award, award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and no such action shall the related provisions of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies comply with the requirements of Section 409A of the Internal Revenue Code to the extent determined by the Committee without the consent of or notice to the Recipient. Notwithstanding the foregoing, neither the Corporation nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Recipient under Section 409A. (c) For all purposes [End of Plan] 14 Exhibit A FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of this Agreement, the Participant shall be considered to have terminated employment ___ day of ____________, ______, by and between Silver Bull Resources, Inc., a Nevada corporation (the "Corporation"), and ________________ __________________________ (the "Recipient"). In accordance with the Company Corporation's 2019 Stock Option and its Affiliates when Stock Bonus Plan (the "Plan"), the Participant incurs a "separation from service" provisions of which are incorporated herein by reference, the Corporation desires, in connection with the Company within services of the meaning Recipient, to provide the Recipient with an opportunity to acquire shares of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, Corporation's $0.01 par value common stock ("Common Stock") on favorable terms and thereby increase the Recipient's proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation. Capitalized terms used but not defined herein are used as defined in the Plan. NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows: 1. Confirmation of Grant of Option. Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on __________________ (the "Date of Grant"), the Corporation, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units this Agreement, confirms that the Recipient has been granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except Date of Grant, as otherwise provided herein, capitalized terms shall have the same meanings ascribed a matter of separate inducement and agreement, and in addition to them under the Plan. The Phantom Units are intended and not in lieu of salary or other compensation for services, a stock option (the "Option") exercisable to represent a Performance Award under the Plan, representing the right to receive the value purchase an aggregate of a share ______ shares of Common Stock in cash, subject to the satisfaction of on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof. The Option is [an Incentive Stock Option pursuant to Section 6 of this Agreement. the Plan][a Non-Qualified Stock Option pursuant to Section 7 of the Plan]. View More

Section 409a. (a) The Phantom Units granted pursuant Option will be interpreted to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted the greatest extent possible in a manner consistent that makes the Option exempt from Section 409A of the Code, and to the extent not so exempt, in compliance with such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action... would result requirements imposed by Section 409A of the Code. If any provision in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision Grant Notice or this Agreement results would result in the imposition of an additional tax under Code Section 409A, 409A of the Code, the Company and the Participant intend that Plan provision the Grant Notice or provision of this Agreement shall will be reformed, reformed to avoid imposition, to the extent permissible under Code Section 409A, to avoid imposition possible, of the additional tax, applicable tax and no such action taken to comply with Section 409A of the Code shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision Option. The Participant further agrees that the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify the Plan, the Grant Notice or this Agreement in any manner and delay the payment of any amounts payable pursuant to the contrary, Option to the extent necessary to meet the requirements of Section 409A of the Code as the Committee deems appropriate or desirable. The Company makes no representation that the Plan or any Award complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code. 5 EX-10.4 5 tv521519_ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 AudioEye, Inc. 2019 Equity Incentive Plan Notice of Non-Qualified Stock Option Grant The Participant is hereby provided this Notice of Non-Qualified Stock Option Grant (this "Grant Notice") for the following option grant (the "Option") to purchase shares of the Common Stock of AudioEye, Inc., a Delaware corporation (the "Company") under the AudioEye, Inc. 2019 Equity Incentive Plan (the "Plan"). All capitalized terms in this Grant Notice shall have the meaning assigned to them in this Grant Notice or the attached Non-Qualified Stock Option Agreement, or if not defined herein or therein, in the Plan. Participant: _________________ Grant Date: _________________ Vesting Commencement Date: _________________ Option Exercise Price: $_________ per share Number of Shares: _____ shares Expiration Date: _________________ Type of Option: Non-Qualified Stock Option Vesting Schedule: The Participant shall acquire a vested interest in the underlying shares as follows: [Vesting Schedule to be inserted] The Participant hereby acknowledges and agrees that (a) the Company has made available to the Participant is identified by copies of the Company as a "specified employee" within Plan, the meaning form of Code Section 409A(a)(2)(B)(i) on Non-Qualified Stock Option Agreement and the date on which prospectus for the Plan and (b) the Participant has a "separation from service" (other than due had the opportunity to death) within review such documents and this Notice and to consult with the meaning of Treasury Regulation § 1.409A-1(h), Participant's individual tax advisor and legal counsel with respect to the Phantom Units payable or settled on account of a separation from service same. The Participant understands and agrees that are deferred compensation the Option is granted subject to Code Section 409A shall be paid or settled on and in accordance with the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date terms of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of Plan. By executing this Agreement, Notice, the Participant shall further agrees to be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to bound by the terms and provisions of the Plan and administrative interpretations thereof referred the terms of the Option as set forth in the Non-Qualified Stock Option Agreement attached hereto. By accepting this Option, the Participant consents to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. AudioEye, Inc. Participant By: By: Name: Name: Title: Date: Date AudioEye, Inc. 2019 Equity Incentive Plan Non-Qualified Stock Option Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation AudioEye, Inc. (the "Company") has awarded the Participant set forth in the Grant Notice a Non-Qualified Stock Option (the "Option") that is subject to its 2019 Equity Incentive Plan (the "Plan"), the Notice of Non-Qualified Stock Option Grant (the "Grant Notice") and _________________ this Non-Qualified Stock Option Agreement (the "Participant"), regarding an award ("Award") "Agreement"), for the number of ____________ Phantom Units granted shares of Common Stock subject to the Option indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. This Option Agreement will be deemed to be signed by the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to signing by the following terms and conditions: 1. Relationship to Plan. This Award is subject to all Participant of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, Grant Notice to which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. it is attached. View More

Section 409a. As the Exercise Price is equal to the fair market value of a Share on the Date of Grant, payments (a) Payments contemplated with respect to the Award are intended to be exempt from comply with Section 409A, and all provisions of the Plan, the Grant Notice and these Award Terms shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding the foregoing, (a) (i) nothing in the Plan, the Grant Notice and these... Award Terms shall guarantee that the Award is not subject to taxes or penalties under Section 409A and (b) (ii) if any provision of the Plan, the Grant Notice or these Award Terms would, in the reasonable, good faith judgment of the Company, result or likely result in the imposition on the Holder Grantee or any other person of taxes, interest or penalties under Section 409A, the Committee may, in its sole discretion, modify the terms of the Plan, the Grant Notice or these Award Terms, without the consent of the Holder, Grantee, in the manner that the Committee may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such taxes, interest or penalties; provided, however, that this Section 13 14 does not create an obligation on the part of the Committee or the Company to make any such modification, and in no event shall the Company be liable for the payment of or gross up in connection with any taxes, interest or penalties owed by the Holder Grantee pursuant to Section 409A. A-8 15. Legend. The Company may, (b) Neither Grantee nor any of Grantee's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable with respect to the Award to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred A-6 compensation (within the meaning of Section 409A) payable to Grantee or for Grantee's benefit with respect to the Award may not be reduced by, or offset against, any amount owing by Grantee to the Company. (c) Notwithstanding anything to the contrary contained herein, if determined by it based on (i) the advice Committee determines in good faith that the Restricted Share Units do not qualify for the "short-term deferral exception" under Section 409A, (ii) Grantee is a "specified employee" (as defined in Section 409A) and (iii) a delay in the issuance or transfer of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows: "THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘ACT'), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT." 16. No Right to Continued Employment. Nothing contained Grantee or his or her estate or beneficiaries hereunder by reason of Grantee's "separation from service" (as defined in the Grant Notice or these Award Terms shall be construed to confer upon the Holder any right to be continued in the employ of Section 409A) with any entity in the Company Group or derogate from any right of any entity in is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company Group shall cause the issuance or transfer of such Vested Shares to retire, request Grantee or Grantee's estate or beneficiary upon the resignation of, or discharge earlier of (A) the Holder at any time, with or without Cause. date that is the first business day following the date that is six months after the date of Grantee's separation from service and (B) Grantee's death. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is RSUs are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

Section 409a. For purposes of section 409A of the Internal Revenue Code, the regulations and other guidance thereunder and any state law of similar effect (collectively "Section 409A"), each payment and benefit payable under this Agreement is hereby designated as a separate payment. The parties intend that all Bonus RSUs provided under this Agreement and shares issuable hereunder comply with or be exempt from the requirements of Section 409A so that none of the payments or benefits will be subject to the... adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding anything in the Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Bonus RSUs is to be accelerated in connection with the Grantee's termination of service, such accelerated Bonus RSUs will not be settled by virtue of such acceleration until and unless the Grantee has a "separation from service" within the meaning of Section Treasury Regulation 1-409A-1(h), 1.409A-1(h), as determined by the Corporation, in its sole discretion. Further, and notwithstanding anything in the Plan or this Agreement to the contrary, if (x) any of the Bonus RSUs to be provided in connection with the Grantee's separation from service do not qualify for any reason to be exempt from Section 409A, (y) the Grantee is, at the time of such separation from service, a "specified employee" (as defined in Treasury Regulation Section 1.409A-1(i)) and (z) the settlement of such Bonus RSUs would result in the imposition of additional tax under Section 409A if such settlement occurs on or within the six (6) month period following the Grantee's separation from service, then, to the extent necessary to avoid the imposition of such additional taxation, the settlement of any such Bonus RSUs during such six (6) month period will accrue and will not be settled until the date six (6) months and one (1) day following the date of the Grantee's separation from service and on such date (or, if earlier, the date of the Grantee's death), such Bonus RSUs will be settled. 2 5. Clawback Provision. Notwithstanding anything to the contrary herein, if the Board of Directors of the Corporation, or an appropriate committee thereof, determines that, any material misstatement of financial results or a performance metric criteria has occurred as a result of the Grantee's conduct or the Grantee has committed a material violation of corporate policy or has committed fraud or Misconduct, then the Board or committee shall consider all factors, with particular scrutiny when one of the top 20 members of management are involved, and the Board or such committee, may in its sole discretion require reimbursement of any compensation resulting from the vesting, exercise or settlement of Options and/or Restricted Stock/RSUs/Bonus RSUs and the cancellation of any outstanding Options and/or Restricted Stock/RSUs/Bonus RSUs from the Grantee (whether or not such individual is currently employed by the Corporation (or its subsidiaries)) during the three-year period following the date the Board first learns of the violation, fraud or Misconduct. View More

Section 409a. For purposes of section 409A of the Internal Revenue Code, the regulations and other guidance thereunder and any state law of similar effect (collectively "Section 409A"), each payment and benefit payable under this Agreement is hereby designated as a separate payment. The parties intend that all RSUs provided under this Agreement and shares issuable hereunder comply with or ore be exempt from the requirements of Section 409A so that none of the payments or benefits will be subject to the... adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply. Notwithstanding anything in the NewCo Plan or this Agreement to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the RSUs is to be accelerated in connection with the Grantee's termination of service, such accelerated RSUs will not be settled by virtue of such acceleration until and unless the Grantee has a "separation from service" within the meaning of Section Treasury Regulation 1-409A-1(h), as determined by the Corporation, in its sole Exhibit 10.9 Navient Corporation 2014 Omnibus Incentive Plan 2013 Restricted Stock Unit Term Sheet (2012 PSU Conversion) discretion. Further, and notwithstanding anything in the NewCo Plan or this Agreement to the contrary, if (x) any of the RSUs to be provided in connection with the Grantee's separation from service do not qualify for any reason to be exempt from Section 409A, (y) the Grantee is, at the time of such separation from service, a "specified employee" (as defined in Treasury Regulation Section 1.409A-1(i)) and (z) the settlement of such RSUs would result in the imposition of additional tax under Section 409A if such settlement occurs on or within the six (6) month period following the Grantee's separation from service, then, to the extent necessary to avoid the imposition of such additional taxation, the settlement of any such RSUs during such six (6) month period will accrue and will not be settled until the date six (6) months and one (1) day following the date of the Grantee's separation from service and on such date (or, if earlier, the date of the Grantee's death), such RSUs will be settled. View More

Section 409a. This Award is intended to comply [comply with the requirements of of][be exempt from] Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations or other binding guidance thereunder ("Section 409A"). Accordingly, all provisions included in this Award Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. [Therefore, all Restricted Share Rights will be settled and distributed no later than March 1... of the year following the year when such Restricted 19 Share Rights vest.] If any provision of the Plan or this Award Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict; provided, however, that the Company makes no representation that the Award is exempt from or complies with Section 409A and makes no undertaking to preclude Section 409A from applying to the Award. The Company will have no liability to you or to any other party if the Award or payment of the Award that is intended to be compliant with [compliant with][exempt from] Section 409A is not so compliant [compliant][exempt] or for any action taken by the Committee with respect thereto.12.Six-month thereto.12. [Six-month Delay. Notwithstanding any provision of the Plan or this Award Agreement to the contrary, if, upon your Separation from Service for any reason, the Company determines that you are a "Specified Employee" for purposes of Section 409A and in accordance with the definition set forth on Exhibit A to this Award Agreement, which definition is incorporated by reference herein, your Restricted Share Rights, if subject to settlement upon your Separation from Service and if required pursuant to Section 409A, will not settle before the date that is the first business day following the six-month anniversary of such Separation from Service, or, if earlier, upon your death. death.] View More

Section 409a. The Stock Option is intended to be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided, provided , that the Employer does not guarantee to the Participant any particular tax treatment of the Stock Option. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with... Section 409A. View More

Section 409a. The Option Right is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent; provided, that the Employer does not guarantee to the Participant Optionee any particular tax treatment of the Option. Option Right. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant Optionee by Section 409A of the Code or any... damages for failing to comply with Section 409A. 409A of the Code. View More

Section 409a. The Option Although the Company makes no guarantee with respect to the tax treatment of the Award, the Award pursuant to this Agreement is intended to comply with or be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided, provided that the Employer does not guarantee to the Participant any particular tax treatment of the Option. Award. In no event whatsoever shall the Employer be liable for any... additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A. View More

Section 409a. The Plan is This Agreement and the PSUs granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom therefrom, and, with respect to amounts PSUs that are subject to Section 409A of the Code, it is intended that the Incentive Plan and this Agreement shall be interpreted and administered in all respects in accordance with Section 409A of the Code. Code (including with respect to the application of any defined terms, such as... Change in Control, to PSUs that constitute nonqualified deferred compensation, which defined terms shall be interpreted to have the meaning required by Section 409A of the Code to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code). Each payment (including the delivery of Shares) under any Award the PSUs that constitutes nonqualified deferred compensation subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. A Participant In no event may not, the Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award this Agreement that is considered "nonqualified constitutes nonqualified deferred compensation" within the meaning of compensation subject to Section 409A of the Code. Notwithstanding any other provision of the Plan or any Award this Agreement to the contrary, in if the event that a Participant is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), Company as in effect on the date of Termination of Service), amounts that constitute "nonqualified nonqualified deferred compensation" compensation within the meaning of Section 409A of the Code that would otherwise be payable on account of a "separation from service" within the meaning of Section 409A by reason of the Code and Participant's Separation from Service during the six-month six (6)-month period immediately following a Participant's "separation such Separation from service" within the meaning of Section 409A of the Code ("Separation from Service") Service shall instead be paid or provided on the earlier to occur of (i) the first business day after following the date that is six (6) months following the Participant's Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant's estate within thirty (30) days after (ii) the date of the Participant's death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 19 in good faith; provided, that neither the Company, the Committee nor any of the Company's employees, directors or representatives shall have any liability to any Participant with respect to this Section 19. View More

Section 409a. The Plan is amounts payable under this Agreement are intended to comply with avoid the requirements incurrence of tax penalties under Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that the Plan be administered Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under any Award this Agreement shall be treated as a separate... payment for purposes of Section 409A of the Code. A Participant In no event may not, the Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that is considered "nonqualified deferred compensation" within the meaning of Section 409A of the Code. this Agreement. Notwithstanding any provision of the Plan or any Award Agreement anything herein to the contrary, in the event that a the Participant is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), Company as in effect on the Date of Termination), amounts that constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code that would otherwise be payable on account of a "separation from service" within the meaning of Section 409A of the Code and benefits that would otherwise be provided hereunder during the six-month period immediately following a the Participant's "separation separation from service" within the meaning of Section 409A of the Code ("Separation from Service") service shall instead be paid paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant's Separation separation from Service. If service; provided that, if the Participant dies following the Separation Participant's separation from Service service and prior to the payment of the any amounts delayed on account of Section 409A of the Code, Code hereunder, such amounts shall be paid to the personal representative of the Participant's estate within thirty (30) 30 days after the date of the Participant's death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 19 in good faith; provided, that neither the Company, the Committee nor any of the Company's employees, directors or representatives shall have any liability to any Participant with respect to this Section 19. View More

Section 409a. The Plan is amounts payable under this Agreement are intended to comply with avoid the requirements incurrence of tax penalties under Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that the Plan be administered Code. This Agreement shall in all respects be administered in accordance with Section 409A of the Code. Each payment under any Award this Agreement shall be treated as a separate... payment for purposes of Section 409A of the Code. A Participant In no event may not, the Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that is considered "nonqualified deferred compensation" within the meaning of Section 409A of the Code. this Agreement. Notwithstanding any provision of the Plan or any Award Agreement anything herein to the contrary, in the event that a the Participant is a "specified employee" within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), Company as in effect on the Date of Termination), amounts that constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code that would otherwise be payable on account of a "separation from service" within the meaning of Section 409A of the Code and benefits that would otherwise be provided hereunder during the six-month period immediately following a the Participant's "separation separation from service" within the meaning of Section 409A of the Code ("Separation from Service") service shall instead be paid paid, with interest in the case of cash payments (calculated at the applicable federal rate) determined as of the separation from service, or provided on the first business day after the date that is six months following the Participant's Separation separation from Service. If service; provided that, if the Participant dies following the Separation Participant's separation from Service service and prior to the payment of the any amounts delayed on account of Section 409A of the Code, Code hereunder, such amounts shall be paid to the personal representative of the Participant's estate within thirty (30) 30 days after the date of the Participant's death. The Company shall use commercially reasonable efforts to implement the provisions of this Section 19 in good faith; provided, that neither the Company, the Committee nor any of the Company's employees, directors or representatives shall have any liability to any Participant with respect to this Section 19. View More

Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation from Service" (as defined in Section 12(c), below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a... "Specified Employee" (as defined in Section 12(c), below) he shall not be entitled to any payments of "nonqualified deferred compensation" upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 12(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 12(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group Group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More

Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" Service (as defined in Section 13(c), below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a "Specified Employee" (as defined below) below in Section 13(c)) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 15(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), 11 as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 15(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group Group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More

Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" (as defined below) Service if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a... "Specified Employee" (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 16(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 16(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. 7 (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More