Section 409a Clause Example with 11 Variations from Business Contracts

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 Awa...rd Terms shall guarantee that the Award is not subject to taxes or penalties A-6 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, modification. (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 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 (i) the 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 no event shall the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee's "separation from service" (as defined in Section 409A) with the Company be liable or any of its subsidiaries or affiliates is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the payment Company shall cause the issuance or transfer of or gross up in connection with any taxes, interest or penalties owed by the Holder pursuant to Section 409A. A-8 15. Legend. The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing such 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 in the Grant Notice Grantee or these Award Terms shall be construed to confer Grantee's estate or beneficiary upon the Holder any right to be continued in earlier of (A) the employ date that is the first business day following the date that is six months after the date of any entity in the Company Group Grantee's separation from service or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge the Holder at any time, with or without Cause. (B) Grantee's death. 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 Awa...rd 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, modification. (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 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 (i) the Committee determines in good faith that the Restricted Share Units do not qualify for the "short- A-7 term deferral exception" under Section 409A, (ii) Grantee is a "specified employee" (as defined in Section 409A) and (iii) a delay in no event shall the issuance or transfer of Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee's "separation from service" (as defined in Section 409A) with the Company be liable or any of its subsidiaries or affiliates is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the payment Company shall cause the issuance or transfer of or gross up in connection with any taxes, interest or penalties owed by the Holder pursuant to Section 409A. A-8 15. Legend. The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing such 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 in the Grant Notice Grantee or these Award Terms shall be construed to confer Grantee's estate or beneficiary upon the Holder any right to be continued in earlier of (A) the employ date that is the first business day following the date that is six months after the date of any entity in the Company Group Grantee's separation from service or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge the Holder at any time, with or without Cause. (B) Grantee's death. 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 Awa...rd 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 15 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 Performance 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, earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee's separation from service or discharge the Holder at any time, with or without Cause. (B) Grantee's death. 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 Awa...rd 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 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 A-7 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, earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee's separation from service or discharge the Holder at any time, with or without Cause. (B) Grantee's death. 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 Awa...rd 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 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 A-6 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. 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 Awa...rd 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. 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 Awa...rd 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 compensation (within the meaning of Section 409A) payable to Grantee or for Grantee's benefit A-6 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 are deferred compensation for purposes of counsel to be appropriate, cause any certificate evidencing Section 409A, (ii) Grantee is a "specified employee" (as defined in Section 409A) and (iii) a delay in the issuance or transfer of 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 in the Grant Notice Grantee or these Award Terms shall be construed to confer upon the Holder any right to be continued in the employ his or her estate or beneficiaries hereunder by reason of Grantee's Separation from Service 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, earlier of (A) the date that is the first business day following the date that is six months after the date of Grantee's Separation from Service or discharge the Holder at any time, with or without Cause. (B) Grantee's death. 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 Awa...rd 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 15 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 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 Performance 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. 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 Awar...d 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. (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 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 (i) the 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 Vested Shares to Grantee or his or her estate or beneficiaries hereunder by reason of Grantee's "separation from service" (as defined in Section 409A) with any entity in the Company Group is required to avoid tax penalties under Section 409A but is not already provided for by this Award, the Company shall cause the issuance or transfer of such Vested Shares to Grantee or Grantee's estate or beneficiary upon the earlier of (A) the 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.A-6Global RSU Grant Award Agreement for Employees (as of October 2022)15.Legend. The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing Vested Shares to bear a legend substantially as follows: "THE 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 ACT."16.No Right to Continued Employment. Nothing contained in the Grant Notice or these Award Terms shall be construed to confer upon the Holder any create a right to employment or be continued in interpreted as forming and employment or service contract with the employ of Company, the Employer or any other entity in the Company Group or derogate from any right and shall not interfere with the ability of any entity in the Company Group Employer to retire, request the resignation of, of or discharge the Holder terminate Grantee's employment or service relationship at any time, with time.17.No Rights as Stockholder. No holder of Restricted Share Units shall, by virtue of the Grant Notice or without Cause. these Award Terms, be entitled to any right of a stockholder of the Company, either at law or in equity, and the rights of any such holder are limited to those expressed, and are not enforceable against the Company except to the extent set forth in the Plan, the Grant Notice or these Award Terms. View More

Section 409a. As the Exercise Price is equal to the fair market value of a Share on the Date of Grant, payments contemplated with respect to the Award are intended to be exempt from 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 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, 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 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 pursuant to Section 409A. A-8 15. Legend. The Company may, if determined by it based on the advice of counsel to be appropriate, cause any certificate evidencing 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 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 any entity in the Company Group or derogate from any right of any entity in the Company Group to retire, request the resignation of, or discharge the Holder at any time, with or without Cause. modification. View More