Section 409a Clause Example with 8 Variations from Business Contracts
This page contains Section 409a clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Section 409a. The Plan is intended to comply with the requirements of 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 in all respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. A Participant may not, 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. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, in 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), 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 during the six-month period immediately following a Participant's "separation from service" within the meaning of Section 409A of the Code ("Separation from Service") shall instead be paid or provided on the first business day after the date that is six 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 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
Variations of a "Section 409a" Clause from Business Contracts
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 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 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 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 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 Chan...ge 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 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 notwithstanding anything to the contrary, 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 appl...ication 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 intended to comply with the requirements of 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 in all respects in accordance with Section 409A of the Code. Each payment under any Stock Award shall be treated as a separate payment for purposes of Section 409A of the Code. A Participant In no event may not, a Participant, directly or indirectly, designate... the calendar year of any payment to be made under any Award that Stock Award, but only to the extent such payment is considered "nonqualified deferred compensation" within the meaning of Section 409A of the Code. Notwithstanding any provision of the Plan or any Stock Award Agreement to the contrary, in 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), 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 separation from service" service within the meaning of Section 409A of the Code and during the six-month period immediately following a Participant's "separation from service" within the meaning of Section 409A of the Code ("Separation from Service") shall instead be paid or provided on the first business day after the date that is six 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) 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 18 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. 18. 11 EX-10.18 25 d934761dex1018.htm EX-10.18 EX-10.18 Exhibit 10.18 DENALI HOLDING INC. 2013 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of this Denali Holding Inc. 2013 Stock Incentive Plan (the "Plan") is to aid Denali Holding Inc., a Delaware corporation (the "Company"), and its Affiliates in recruiting and retaining employees, directors and other service providers of outstanding ability and to motivate such persons to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting or selling of Stock Awards. The Company expects that it will benefit from aligning the interests of such persons with those of the Company and its Affiliates by providing them with equity-based awards with respect to the Shares. View More
Section 409a. The Plan is This Agreement and the RSUs 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 RSUs 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 to RSUs 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 RSUs 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 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 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 pay...ment 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 Neither 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 its Affiliates shall have any liability to any the Participant with respect to the Participant's tax obligations that result under any tax law, and neither the Company nor the Partnership make any representation with respect to the tax treatment of the payments and/or benefits provided under this Section 19. Agreement. 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 pay...ment 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 7 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 pay...ment 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
