Section 409a Clause Example with 5 Variations from Business Contracts

Section 409a. (a) This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") so as not to be subject to taxes, interest or penalties under Section 409A of the Code. This Grant Certificate shall be interpreted and administered to give effect to such intention and understanding and to avoid the imposition on the Participant of any tax, interest or penalty under Section 409A of the Code... in respect of the Award. (b) Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Participant after the Participant's separation from service shall not be made until the date six months after the date of the Participant's separation from service to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such six-month delay, all such delayed payments shall will be paid in a single lump sum on the date six months after the Participant's separation from service. For purposes of the Award, "separation from service" with the Company means a separation from service as defined in Section 409A of the Code determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. (c) If any provision of the Grant Certificate or the Equity Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of any additional tax, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may modify the terms of the Grant Certificate, or may take any other such action, without the Participant's consent, a beneficiary or such other person, in the manner that the Company may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such additional tax, accelerated taxation, interest, or penalties or otherwise comply with Section Sections 409A of the Code. This Section 22 does not create an obligation on the part of the Company to modify the Grant Certificate and does not guarantee that the Award shall will not be subject to additional taxes, accelerated taxation, interest or penalties under Section Sections 409A of the Code. [Remainder of Page Intentionally Left Blank] 8 KATE SPADE & COMPANY LIZ CLAIBORNE, INC. By the Compensation Committee of the Board of Directors: By: Authorized Signature Name: [Name] [ ] Consented and Agreed to: [by physical signature] 9 EX-10. (J)(VI) 5 a2223327zex-10_jvi.htm EX-10. (J)(VI) EXHIBIT 10(j)(vi) KATE SPADE & COMPANY [ ] EX-10. (M)(III) 3 a2213068zex-10_miii.htm EX-10. (M)(III) EXHIBIT 10(m)(iii) LIZ CLAIBORNE, INC. 2012 PERFORMANCE SHARE UNIT AWARD NOTICE OF GRANT: PARTICIPANT NAME: [EXECUTIVE] PARTICIPANT ID: [·] GRANT DATE: NUMBER OF UNITS: · shares SHARES ("Target Performance Shares") We are pleased to inform you that, pursuant to the Company's 2013 2011 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Kate Spade & Company Liz Claiborne, Inc., has made an award of performance share units shares to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * * [ ] 2012 PERFORMANCE SHARE UNIT AWARD GRANT CERTIFICATE The Grant Certificate (the "Grant Certificate") is made as of the Grant Date set forth in the attached Notice of Grant (the "Grant Date"), by and between Kate Spade & Company Liz Claiborne, Inc. (the "Company") and the employee named in the attached Notice of Award (the "Participant"). The Compensation Committee (the "Committee") of the Board of Directors of the Company ("Board") has made the award described herein (this (the "Award") to the Participant under the Company's 2013 2011 Stock Incentive Plan (the "Equity Plan"). Any term that is capitalized but not defined herein shall have the meaning given to such term in the Equity Plan. View More

Section 409a. (a) This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") so as not to be subject to taxes, interest or penalties under Section 409A of the Code. This Grant Certificate shall be interpreted and administered to give effect to such intention and understanding and to avoid the 7 imposition on the Participant of any tax, interest or penalty under Section 409A of the Co...de in respect of the Award. (b) Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Participant after the Participant's separation from service shall not be made until the date six months after the date of the Participant's separation from service to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such six-month delay, all such delayed payments shall be paid in a single lump sum on the date six months after the Participant's separation from service. For purposes of the Award, "separation from service" with the Company means a separation from service as defined in Section 409A of the Code determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. (c) If any provision of the Grant Certificate or the Equity Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of any additional tax, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may modify the terms of the Grant Certificate, or may take any other such action, without the Participant's consent, a beneficiary or such other person, in the manner that the Company may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such additional tax, accelerated taxation, interest, or penalties or otherwise comply with Section 409A of the Code. This Section 22 does not create an obligation on the part of the Company to modify the Grant Certificate and does not guarantee that the Award shall not be subject to additional taxes, accelerated taxation, interest or penalties under Section 409A of the Code. [Remainder of Page Intentionally Left Blank] 8 KATE SPADE FIFTH & COMPANY PACIFIC COMPANIES, INC. By the Compensation Committee of the Board of Directors: By: Authorized Signature Name: [Name] Consented and Agreed to: [by physical signature] 9 EX-10. (J)(VI) 5 a2223327zex-10_jvi.htm (J)(III) 7 a2218479zex-10_jiii.htm EX-10. (J)(VI) EXHIBIT 10(j)(vi) KATE SPADE (J)(III) Exhibit 10(j)(iii) FIFTH & COMPANY PACIFIC COMPANIES, INC. [ ] PERFORMANCE STAKING MARKET SHARE UNIT AWARD NOTICE OF GRANT: PARTICIPANT NAME: PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: · shares We are pleased to inform you that, pursuant to the Company's 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Kate Spade Fifth & Company Pacific Companies, Inc., has made an award of performance market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * * [ ] PERFORMANCE STAKING MARKET SHARE UNIT AWARD GRANT CERTIFICATE The Grant Certificate (the "Grant Certificate") is made as of the Grant Date set forth in the attached Notice of Grant (the "Grant Date"), by and between Kate Spade Fifth & Company Pacific Companies, Inc. (the "Company") and the employee named in the attached Notice of Award (the "Participant"). The Compensation Committee (the "Committee") of the Board of Directors of the Company ("Board") has made the award described herein (this "Award") to the Participant under the Company's 2013 Stock Incentive Plan (the "Equity Plan"). Any term that is capitalized but not defined herein shall have the meaning given to such term in the Equity Plan. View More

Section 409a. (a) This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") so as not to be subject to taxes, interest or penalties under Section 409A of the Code. This Grant Certificate shall be interpreted and administered to give effect to such intention and understanding and to avoid the 7 imposition on the Participant of any tax, interest or penalty under Section 409A of the Co...de in respect of the Award. (b) Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Participant after the Participant's separation from service shall not be made until the date six months after the date of the Participant's separation from service to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such six-month delay, all such delayed payments shall be paid in a single lump sum on the date six months after the Participant's separation from service. For purposes of the Award, "separation from service" with the Company means a separation from service as defined in Section 409A of the Code determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. (c) If any provision of the Grant Certificate or the Equity Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of any additional tax, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may modify the terms of the Grant Certificate, or may take any other such action, without the Participant's consent, a beneficiary or such other person, in the manner that the Company may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such additional tax, accelerated taxation, interest, or penalties or otherwise comply with Section 409A of the Code. This Section 22 does not create an obligation on the part of the Company to modify the Grant Certificate and does not guarantee that the Award shall not be subject to additional taxes, accelerated taxation, interest or penalties under Section 409A of the Code. [Remainder of Page Intentionally Left Blank] 8 KATE SPADE FIFTH & COMPANY PACIFIC COMPANIES, INC. By the Compensation Committee of the Board of Directors: By: Authorized Signature Name: [Name] Consented and Agreed to: [by physical signature] 9 EX-10. (J)(VI) (J)(I) 5 a2223327zex-10_jvi.htm a2218479zex-10_ji.htm EX-10. (J)(VI) EXHIBIT 10(j)(vi) KATE SPADE (J)(I) Exhibit 10(j)(i) FIFTH & COMPANY PACIFIC COMPANIES, INC. [ ] PERFORMANCE MARKET SHARE UNIT AWARD NOTICE OF GRANT: PARTICIPANT NAME: PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: · shares We are pleased to inform you that, pursuant to the Company's 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Kate Spade Fifth & Company Pacific Companies, Inc., has made an award of performance market share units to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * * [ ] PERFORMANCE MARKET SHARE UNIT AWARD GRANT CERTIFICATE The Grant Certificate (the "Grant Certificate") is made as of the Grant Date set forth in the attached Notice of Grant (the "Grant Date"), by and between Kate Spade Fifth & Company Pacific Companies, Inc. (the "Company") and the employee named in the attached Notice of Award (the "Participant"). The Compensation Committee (the "Committee") of the Board of Directors of the Company ("Board") has made the award described herein (this "Award") to the Participant under the Company's 2013 Stock Incentive Plan (the "Equity Plan"). Any term that is capitalized but not defined herein shall have the meaning given to such term in the Equity Plan. View More

Section 409a. (a) This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") so as not to be subject to taxes, interest or penalties under Section 409A of the Code. This Grant Certificate shall be interpreted and administered to give effect to such intention and understanding and to avoid the imposition on the Participant of any tax, interest or penalty under Section 409A of the Code... in respect of the Award. (b) Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Participant after the Participant's separation from service shall not be made until the date six months after the date of the Participant's separation from service to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such six-month delay, all such delayed payments shall be paid in a single lump sum on the date six months after the Participant's separation from service. For purposes of the Award, "separation from service" with the Company means a separation from service as defined in Section 409A of the Code determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. (c) If any provision of the Grant Certificate or the Equity Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of any additional tax, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may modify the terms of the Grant Certificate, or may take any other such action, without the Participant's consent, a beneficiary or such other person, in the manner that the Company may reasonably and in good faith determine to be necessary or advisable to 8 avoid the imposition of such additional tax, accelerated taxation, interest, or penalties or otherwise comply with Section 409A of the Code. This Section 22 does not create an obligation on the part of the Company to modify the Grant Certificate and does not guarantee that the Award shall not be subject to additional taxes, accelerated taxation, interest or penalties under Section 409A of the Code. [Remainder of Page Intentionally Left Blank] 8 KATE SPADE 9 FIFTH & COMPANY PACIFIC COMPANIES, INC. By the Compensation Committee of the Board of Directors: By: Authorized Signature Name: [Name] Consented and Agreed to: [by physical signature] 9 10 EX-10. (J)(VI) 5 a2223327zex-10_jvi.htm (J)(II) 6 a2218479zex-10_jii.htm EX-10. (J)(VI) EXHIBIT 10(j)(vi) KATE SPADE (J)(II) Exhibit 10(j)(ii) FIFTH & COMPANY PACIFIC COMPANIES, INC. [ ] PERFORMANCE SHARE UNIT AWARD NOTICE OF GRANT: PARTICIPANT NAME: PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: · shares We are pleased to inform you that, pursuant to the Company's 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Kate Spade Fifth & Company Pacific Companies, Inc., has made an award of performance share units shares to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * * [ ] PERFORMANCE SHARE UNIT AWARD GRANT CERTIFICATE The Grant Certificate (the "Grant Certificate") is made as of the Grant Date set forth in the attached Notice of Grant (the "Grant Date"), by and between Kate Spade Fifth & Company Pacific Companies, Inc. (the "Company") and the employee named in the attached Notice of Award (the "Participant"). The Compensation Committee (the "Committee") of the Board of Directors of the Company ("Board") has made the award described herein (this "Award") to the Participant under the Company's 2013 Stock Incentive Plan (the "Equity Plan"). Any term that is capitalized but not defined herein shall have the meaning given to such term in the Equity Plan. View More

Section 409a. (a) This Award is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code") so as not to be subject to taxes, interest or penalties under Section 409A of the Code. This Grant Certificate shall be interpreted and administered to give effect to such intention and understanding and to avoid the imposition on the Participant of any tax, interest or penalty under Section 409A of the Code... in respect of the Award. (b) Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Participant after the Participant's separation from service shall not be made until the date six months after the date of the Participant's separation from service to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations. Following any such six-month delay, all such delayed payments shall be paid in a single lump sum on the date six months after the Participant's separation from service. For purposes of the Award, "separation from service" with the Company means a separation from service as defined in Section 409A of the Code determined using the default provisions set forth in Treasury Regulation §1.409A-1(h) or any successor regulation thereto. In the case of an award subject to Section 409A, the date of termination of employment for distribution purposes will be upon the occurrence of the Participant's separation from service (whether or not the six-month delay rule applies). The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code. (c) If any provision of the Grant Certificate or the Equity Plan would, in the reasonable, good faith judgment of the Committee, result or likely result in the imposition on the Participant, a beneficiary or any other person of any additional tax, accelerated taxation, interest or penalties under Section 409A of the Code, the Company may modify the terms of the Grant Certificate, or may take any other such action, without the Participant's consent, a beneficiary or such other person, in the manner that the Company may reasonably and in good faith determine to be necessary or advisable to avoid the imposition of such additional tax, accelerated taxation, interest, or penalties or otherwise comply with Section 409A of the Code. This Section 22 does not create an obligation on the part of the Company to modify the Grant Certificate and does not 10 guarantee that the Award shall not be subject to additional taxes, accelerated taxation, interest or penalties under Section 409A of the Code. [Remainder of Page Intentionally Left Blank] 8 KATE SPADE & COMPANY By the Compensation Committee of the Board of Directors: By: Authorized Signature Name: [Name] Consented and Agreed to: [by physical signature] 9 EX-10. (J)(VI) 11 EX-10.2 5 a2223327zex-10_jvi.htm EX-10. (J)(VI) EXHIBIT 10(j)(vi) a16-12154_1ex10d2.htm EX-10.2 Exhibit 10.2 KATE SPADE & COMPANY [ ] PERFORMANCE SHARE UNIT AWARD -- NOTICE OF GRANT: PARTICIPANT NAME: PARTICIPANT ID: GRANT DATE: NUMBER OF UNITS: · shares UNITS (TARGET): (subject to adjustment under Section 3.7(b) of the Equity Plan and Section 4 below) We are pleased to inform you that, pursuant to the Company's 2013 Stock Incentive Plan, the Compensation Committee of the Board of Directors of Kate Spade & Company has made authorized the grant of an award of performance share units to you, subject to the terms and conditions set forth in the attached Grant Certificate. * * * [ ] PERFORMANCE SHARE UNIT AWARD GRANT CERTIFICATE The This Grant Certificate (the "Grant Certificate") is made as of the Grant Date set forth in the attached Notice of Grant (the "Grant Date"), by and between Kate Spade & Company (the "Company") and the employee named in the attached Notice of Award Grant (the "Participant"). The Compensation Committee (the "Committee") of the Board of Directors of the Company ("Board") has made approved the grant of the award described herein (this "Award") to the Participant under the Company's 2013 Stock Incentive Plan (the "Equity Plan"). Any term that is capitalized but not defined herein shall have the meaning given to such term in the Equity Plan. View More