Section 409a Clause Example with 6 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. It is intended that the provisions of this Agreement comply with, or are exempt from, Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither the Employee nor any of the Employee's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement 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 the Employee or for the Employee's benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. If, at the time of the Employee's separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee's account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee harmless from any or all of such taxes or penalties.View More
Variations of a "Section 409a" Clause from Business Contracts
Section 409a. It (a) To the extent applicable, it is intended that this Plan and any grants made hereunder comply with the provisions of this Agreement comply with, or are exempt from, Section 409A, and all 409A of the Code, so that the income inclusion provisions of this Agreement Section 409A(a)(1) of the Code do not apply to the Participant. This Plan and any Awards made hereunder shall be construed and interpreted administered in a manner consistent with this intent. Any reference in this Plan to Section ...409A of the requirements for avoiding taxes Code will also include any regulations or penalties under any other formal guidance promulgated with respect to such Section 409A. by the U.S. Department of the Treasury or the Internal Revenue Service. (b) Neither the Employee a Participant nor any of the Employee's a Participant's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) 409A of the Code) payable under this Agreement Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, 409A of the Code, any deferred compensation (within the meaning of Section 409A) 409A of the Code) payable to the Employee a Participant or for the Employee's a Participant's benefit under this Agreement Plan and grants hereunder may not be reduced by, or offset against, any amount owing by the Employee a Participant to the Company or any of its Affiliates. (c) If, at the time of the Employee's a Participant's separation from service (within the meaning of Section 409A), (a) 409A of the Employee Code), (i) the Participant shall be a specified employee (within the meaning of Section 409A of the Code and using the identification methodology selected by the Company from time to time) and (b) (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) 409A of the Code) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A, 409A of the Code, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, it on the first business day of the seventh month after such six-month period. period, together with interest thereon from the date that such amount would have been paid absent such determination through the date of payment at the long-term applicable federal rate, determined under Section 1274(d) of the Code. (d) Notwithstanding any provision of this Agreement Plan and grants hereunder to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, 409A of the Code, the Company reserves the right to make amendments to this Agreement Plan and grants hereunder as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. 409A of the Code. In any case, the Employee a Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee a Participant or for the Employee's a Participant's account in connection with this Agreement Plan and Awards hereunder (including any taxes and penalties under Section 409A), 409A of the Code), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee a Participant harmless from any or all of such taxes or penalties. 23 28. Limitation on Liability. The Company and any Affiliate which is in existence or hereafter comes into existence shall not be liable to a Participant, an Employee, an Awardee or any other persons as to: (a) The Non-Issuance of Shares. The non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (b) Tax or Exchange Control Consequences. Any tax consequence expected, but not realized, or any exchange control obligation owed, by any Participant, Employee, Awardee or other person due to the receipt, exercise or settlement of any Option or other Award granted hereunder. View More
Section 409a. It is This Plan and the Severance Benefits are intended that to comply with or be exempt from the provisions requirements of this Agreement comply with, or are exempt from, Section 409A, 409A and all provisions of this Agreement shall will be construed and interpreted in accordance with such intent. To the extent that any Severance Benefit is subject to Section 409A, the Severance Benefit will be granted, paid, settled or deferred in a manner consistent with that will meet the requirements for a...voiding of Section 409A in order to avoid taxes or penalties under Section 409A. Neither 409A9.2. No Participant or the Employee nor any of the Employee's creditors or beneficiaries shall of a Participant will have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement Plan 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 the Employee any Participant or for the Employee's benefit of any Participant under this Agreement Plan may not be reduced by, or offset against, any amount owing by the Employee any such Participant to the Company or any of its Affiliates. Affiliates.9CIC and Severance Plan for Key Employees 9.3. If, at the time of the Employee's a Participant's separation from service (within the meaning of Section 409A), (a) the Employee shall be such Participant is a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make makes a good faith good-faith determination that an amount payable hereunder pursuant to this Plan constitutes deferred compensation (within the meaning of Section 409A) 409A), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall will not pay such amount on the otherwise scheduled payment date but shall will instead pay it, without interest, it on the first business day after such six-month period. Such amount will be paid without interest, unless otherwise determined by the Administrator, in its discretion, or as otherwise provided in any Individual Agreement. 9.4. Notwithstanding any provision of this Agreement Plan to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement Plan as the Company deems necessary or desirable desirable, in its sole discretion and without the consent of the Participants, to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall a Participant will be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee such Participant or for the Employee's such Participant's account in connection with this Agreement any Severance Benefits (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall will have any obligation to indemnify or otherwise hold the Employee such Participant harmless from any or all of such taxes or penalties. penalties.9.5. Each payment and benefit payable under this Plan is intended to constitute a separate payment for purposes of Section 409A. In addition, to the extent necessary to comply with Section 409A of the Code, if the period during which a Release must be executed and become irrevocable spans two calendar years, payment of the Severance Benefits will commence in the second calendar year. View More
Section 409a. It (a)It is intended that the provisions of this Award Agreement comply with, or are exempt from, with Section 409A, and all provisions of this Award Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither It is also intended that the Employee RSUs shall be exempt from Section 409A pursuant to the "short-term deferral" rule applicable to such section, as set forth in the regulations or other guidance pu...blished by the Internal Revenue Service thereunder. (b)Neither the Participant nor any of the Employee's Participant's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Award Agreement 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 the Employee Participant or for the Employee's Participant's benefit under this Award Agreement may not be reduced by, or offset against, any amount owing by the Employee Participant to the Company or any of its Affiliates. (c)Notwithstanding any provision of this Award Agreement to the contrary, no Shares shall be issued or transferred to a Participant before the first date on which a payment could be made without subjecting the Participant to tax under the provisions of Section 409A. If, at the time of the Employee's separation Participant's "separation from service service" (within the meaning of Section 409A), (a) (i) the Employee Participant shall be a specified employee "specified employee" (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding (d)Notwithstanding any provision of this Award Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Award Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee Participant shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee Participant or for the Employee's Participant's account in connection with this Award Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee Participant harmless from any or all of such taxes or penalties. View More
Section 409a. (a) It is intended that all the compensation and benefits payable pursuant to this Agreement are exempt from Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). In the event that any compensation and benefits payable pursuant to this Agreement are determined not to be exempt from Section 409A, it is intended that the provisions of this Agreement comply with, or are exempt from, with Section 409A, and all provisions of this Agreement shall will be construed and interpr...eted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. (b) Neither the Employee you nor any of the Employee's your creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement 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 the Employee you or for the Employee's your benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee you to the Company or any of its Affiliates. (c) If, at the time of the Employee's your separation from service (within the meaning of Section 409A), (a) the Employee (i) you shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee's account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee harmless from any or all of such taxes or penalties.View More
Section 409a. It is intended that the provisions of this Agreement comply with, or are exempt from, with Section 409A, 409A of the Internal Revenue Code of 1986, as amended (Section 409A), and all provisions of this the Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither the Employee nor any of the Employee's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning ...of Section 409A) payable under this Agreement 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 the Employee or for the Employee's benefit under this Agreement of Employee hereunder may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. Company. If, at the time of the an Employee's separation from service (within the meaning of Section 409A), (a) the (A) such Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) (B) the Company shall make a good faith determination that an amount payable hereunder pursuant to the Agreement constitutes deferred compensation (within the meaning of Section 409A) 409A), the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on delay payment to the first business day after such six-month period. Notwithstanding On the first business day after such six-month period, all payments delayed as a result of the application of the six-month delay rule, together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Code, will be paid to Executive in a single lump sum payment and any provision of this remaining payments will be paid in accordance with the payment dates specified in the Agreement. To the extent any amount made under the Agreement to the contrary, which Section 409A applies is payable in light of the uncertainty with respect to the proper application two or more installments, each installment payment shall be treated as a separate and distinct payment for purposes of Section 409A, the 409A. The Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the such Employee or for the Employee's account in connection with this Agreement any benefits provided or amounts payable hereunder (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee harmless from any or and all of such taxes or of penalties. If a payment is not made by the designated payment date, the payment will be made by December 1 of the calendar year in which the designated date occurred. View More
Section 409a. It is intended that the provisions of this Agreement comply with, or are exempt from, Section 409A, and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Neither the Employee nor any of the Employee's creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement 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 the Employee or for the Employee's benefit under this Agreement may not be reduced by, or offset against, any amount owing by the Employee to the Company or any of its Affiliates. In the event that any 60-day period described in Section 8 of this Agreement straddles two calendar years, then any RSUs, and any dividends with respect thereto, that are settled within such 60-day period in accordance with this Agreement shall be settled in the second calendar year. If, at the time of the Employee's separation from service (within the meaning of Section 409A), (a) the Employee shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (b) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, without interest, on the first business day after such six-month period. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable to avoid the imposition of taxes or penalties under Section 409A. In any case, the Employee shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Employee or for the Employee's account in connection with this Agreement (including any taxes and penalties under Section 409A), and neither the Company nor any of its Affiliates shall have any obligation to indemnify or otherwise hold the Employee harmless from any or all of such taxes or penalties. View More
