Section 409a Clause Example from Business Contracts

Section 409a. Notwithstanding anything herein to the contrary, to the maximum extent permitted by applicable law, the settlement of the Restricted Share Units (including any dividend rights) to be made to the 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 Restricted Share Units may not so... qualify, and in that case, the Committee shall administer the grant and settlement of such 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 Recipient's separation from service with the Company, the 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 separation from 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 Recipient) to the minimum extent necessary to satisfy Section 409A of the Code until the date that is six months and one day following the Recipient's separation from service 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 "separation from service" (within the meaning of Section 409A of the Code). Each payment under this Agreement constitutes a "separate payment" for purposes of Section 409A of the Code. View More