Section 409a Clause Example with 16 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. (a) The Phantom Units granted pursuant to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision or this Agreement r...esults in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. View More
Found in Civeo Corp contract

Variations of a "Section 409a" Clause from Business Contracts

Section 409a. (a) The Phantom Units granted pursuant In General. Section 409A of the Code ("Section 409A") imposes payment restrictions on "nonqualified deferred compensation" (i.e., potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company's intent that this Agreement Plan be exempt from the ...application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Plan are intended to qualify for the "short-term 15 deferral" exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. Each installment of any taxable benefits or payments provided under this Plan is intended to be treated as a separate payment for purposes of Section 409A. To the extent that Section 409A is applicable to any taxable benefit or payment, and if a Participant is a "specified employee" as determined by the Company in accordance with Section 409A, then notwithstanding any provision in this Plan to the contrary and to the extent required to comply with or be exempt from Code Section 409A, all such amounts that would otherwise be paid or provided to such Participant during the first six months following the Date of Termination shall instead be accumulated through and ambiguous provisions hereof, paid or provided (without interest) on the first business day following the six-month anniversary of the Date of Termination (or, if any, shall be construed and interpreted in a manner consistent with the Participant dies during such intent. No payment, benefit or consideration shall be substituted for six-month period, within 30 days after the Phantom Units if such action would result in the imposition Participant's death). Notwithstanding any provision of taxes under Code Section 409A. Notwithstanding anything in this Agreement Plan to the contrary, if any Plan provision or this Agreement results in but only to the imposition of an additional tax under Code extent required to comply with Section 409A, that Plan provision or provision any severance payable pursuant to Section 4(a)(ii)(B) of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, paid (i) in a lump sum if the Participant is identified by the Company as Change in Control constitutes a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h), 1.409A-3(i)(5), or (ii) in installments over the Phantom Units payable applicable 24-month (Tier 1), or settled on account of 18-month (Tier 2) period if the Change in Control does not constitute a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject 1.409A-3(i)(5). With regard to the terms any provision herein that provides for reimbursement of costs and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), expenses or in-kind benefits, including benefits pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms Sections 4(a)(iv) and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted (v), except as permitted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing Section 409A: (i) the right to receive reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the value amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder.Although the Company shall use its best efforts to avoid the imposition of taxation, interest and penalties under Section 409A of the Code, the tax treatment of deferrals under this Plan is not warranted or guaranteed. Neither the Company, its officers and employees, the Board, the administrator nor advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or beneficiary or other taxpayer as a result of the Plan. (b) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and the Participant is no longer providing services (at a level that would preclude the occurrence of a share "separation from service" within the meaning of Common Stock in cash, subject Section 409A) to the satisfaction Company as an employee or consultant, and for purposes of any such provision of this Plan, references to a "termination," "termination of employment" or like terms shall mean "separation from service" within the meaning of Section 409A. [END OF DOCUMENT] 17 APPENDIX A GENERAL RELEASEThis General Release (this "Release") is entered into by and between ____________________________ ("Executive") and Kelly Services, Inc. (the "Company") as of the terms and conditions ____ day of this Agreement. _____________ 20__. View More
Found in Kelly Services Inc contract
Section 409a. (a) The Phantom Units granted pursuant In General. Section 409A of the Code ("Section 409A") imposes payment restrictions on "nonqualified deferred compensation" (i.e., potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company's intent that this Agreement Plan be exempt from the ...application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Plan are intended to qualify for the "short-term deferral" exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. Each installment of any taxable benefits or payments provided under this Plan is intended to be treated as a separate payment for purposes of Section 409A. To the extent that Section 409A is applicable to any taxable benefit or payment, and if a Participant is a "specified employee" as determined by the Company in accordance with Section 409A, then notwithstanding 14 any provision in this Plan to the contrary and to the extent required to comply with or be exempt from Code Section 409A, all such amounts that would otherwise be paid or provided to such Participant during the first six months following the Date of Termination shall instead be accumulated through and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit paid or consideration shall be substituted for provided (without interest) on the Phantom Units if such action would result in first business day following the imposition six-month anniversary of taxes under Code Section 409A. the Date of Termination. Notwithstanding anything in any provision of this Agreement Plan to the contrary, if any Plan provision or this Agreement results in but only to the imposition of an additional tax under Code extent required to comply with Section 409A, that Plan provision or provision any severance payable pursuant to Section 4(a)(ii)(B) of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, paid (i) in a lump sum if the Participant is identified by the Company as Change in Control constitutes a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h), 1.409A-3(i)(5), or (ii) in installments over the Phantom Units payable applicable 24-month (Tier 1) or settled on account of 12-month (Tier 2) period if the Change in Control does not constitute a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts 1.409A-3(i)(5). With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the foregoing Agreement, right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the terms amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and provisions (iii) such payments shall be made on or before the last day of the Participant's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. (b) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and administrative interpretations thereof referred the Participant is no longer providing services (at a level that would preclude the occurrence of a "separation from service" within the meaning of Section 409A) to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") the Company or its Affiliates as an employee or consultant, and for purposes of any such provision of this Plan, references to a "termination," "termination of employment" or like terms shall mean "separation from service" within the meaning of Section 409A. [END OF DOCUMENT] 15 APPENDIX A GENERAL RELEASEThis General Release (this "Release") is made entered into by and between Civeo Corporation, a Delaware ____________________________ ("Executive") and Veritiv Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all as of the terms, conditions and provisions ____ day of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. _____________ 20__. View More
Found in Veritiv Corporation contract
Section 409a. (a) The Phantom Units granted pursuant to this This Award Agreement are is intended to comply be in compliance with or be exempt from Code the provisions of Section 409A, 409A of the Internal Revenue Code, as amended (the "Code"), and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action would result in regulations thereunder to the imposition ...of taxes under Code Section 409A. Notwithstanding anything extent applicable. Anything in this Agreement to the contrary, contrary notwithstanding, if any Plan provision or this Agreement results in at the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition time of the additional tax, and no such action shall be deemed to adversely affect Awardee's separation from service, within the Participant's rights to the Phantom Units. (b) Notwithstanding any provision meaning of Section 409A of the Agreement to the contrary, if the Participant is identified by Code, the Company as determines that the Awardee is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on of the Code, then to the extent any payment or benefit that the Awardee becomes entitled to under this Agreement would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date on which that is the Participant has a "separation earlier of (A) six months and one day after the Awardee's separation from service" (other than due to death) within service, or (B) the meaning Awardee's death. The determination of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. Solely for the purposes of Section 409A of the Code, the share increments issuable on each vesting date on Schedule A shall be considered a separate payment. The Company makes no representation or warranty and shall have no liability to the Awardee or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, Code but do not satisfy an exemption from, or (iii) the conditions of, such earlier date Section. 7 EXECUTED as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan day and administrative interpretations thereof referred year first above written. PSYCHEMEDICS CORPORATION By: AWARDEE'S ACCEPTANCE: I have read and fully understood this Award Agreement and I accept and agree to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to be bound by all of the terms, conditions and provisions restrictions contained in this Award Agreement and the other documents referenced in it. 8 EX-10.2 3 v440395_ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 STOCK UNIT AWARD AGREEMENT (Granted under the Psychemedics Corporation 2006 Incentive Plan) 1. Award of Stock Unit Awards. Psychemedics Corporation (hereinafter the "Company"), in the exercise of its sole discretion pursuant to the Psychemedics Corporation 2006 Incentive Plan (the "Plan" ), does on _____________, 2016 (the "Award Date") hereby award to ________________________ (the "Awardee") __________ Stock Unit Awards ("SUAs") upon the terms and administrative interpretations thereunder, if any, which have been adopted by subject to the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized conditions hereinafter contained. Capitalized terms used but not defined herein shall have the same meanings ascribed assigned to them under in the Plan. The Phantom Units are intended SUAs represent the Company's unfunded and unsecured promise to represent a Performance Award under the Plan, representing the right to receive the value of a share issue shares of Common Stock in cash, at a future date, subject to the satisfaction terms of this Award Agreement and the Plan. Awardee has no rights under the SUA s other than the rights of a general unsecured creditor of the terms and conditions of this Agreement. Company. View More
Found in PSYCHEMEDICS CORP contract
Section 409a. (a) The Phantom Units granted pursuant In General. Section 409A of the Code ("Section 409A") imposes payment restrictions on "nonqualified deferred compensation" (i.e., potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company's intent that this Agreement Plan be exempt from the ...application of, or otherwise comply with, the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Plan are intended to qualify for the "short-term 13 deferral" exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. Each installment of any taxable benefits or payments provided under this Plan is intended to be treated as a separate payment for purposes of Section 409A. To the extent that Section 409A is applicable to any taxable benefit or payment, and if a Participant is a "specified employee" as determined by the Company in accordance with Section 409A, then notwithstanding any provision in this Plan to the contrary and to the extent required to comply with or be exempt from Code Section 409A, all such amounts that would otherwise be paid or provided to such Participant during the first six months following the Date of Termination shall instead be accumulated through and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit paid or consideration shall be substituted for provided (without interest) on the Phantom Units if such action would result in first business day following the imposition six-month anniversary of taxes under Code Section 409A. the Date of Termination. Notwithstanding anything in any provision of this Agreement Plan to the contrary, if any Plan provision or this Agreement results in but only to the imposition of an additional tax under Code extent required to comply with Section 409A, that Plan provision or provision any severance payable pursuant to Section 4(a)(ii)(B) of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, paid (i) in a lump sum if the Participant is identified by the Company as Change in Control constitutes a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h), 1.409A-3(i)(5), or (ii) in installments over the Phantom Units payable applicable 24-month (CEO Participant and Tier 1 Participants) or settled on account of 12-month (Tier 2 Participants) period if the Change in Control does not constitute a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company "change in control event" within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts 1.409A-3(i)(5). With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the foregoing Agreement, right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the terms amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and provisions (iii) such payments shall be made on or before the last day of the Participant's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. (b) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and administrative interpretations thereof referred the Participant is no longer providing services (at a level that would preclude the occurrence of a "separation from service" within the meaning of Section 409A) to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) the Company or its Affiliates as an employee or consultant, and for purposes of any such provision of this Plan, references to a "termination," "termination of employment" or like terms shall mean "separation from service" within the meaning of Section 409A. [END OF DOCUMENT]14 APPENDIX A GENERAL RELEASE This Phantom Unit Agreement ("Agreement") General Release (this "Release") is made entered into by and between Civeo Corporation, a Delaware ____________________________ ("Executive") and Veritiv Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all as of the terms, conditions and provisions ____ day of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. _____________ 20__. View More
Found in Veritiv Corporation contract
Section 409a. (a) The Phantom Units granted pursuant to Company intends that the Plan and this Award Agreement are intended to comply with or be exempt from Code the requirements of Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for 409A of the Phantom Units if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this ...Agreement to the contrary, if any Plan provision or this Agreement results in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, Code, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, applicable, and no such action both shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding operated and interpreted consistent with that intent.11. Severability; Counterparts. The invalidity or unenforceability of any provision of the Plan or this Award Agreement to shall not affect the contrary, if the Participant is identified by the Company as a "specified employee" within the meaning validity or enforceability of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date any other provision of the Participant's death, Plan or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Award Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions each provision of the Plan and administrative interpretations thereof referred this Award Agreement shall be severable and enforceable to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 the extent permitted by law. This Award Agreement may be executed in counterparts and on paper or electronically, each of which shall be deemed an original but all of which together will constitute one and the same instrument. 7 EX-10.15 5 exhibit1015formoffirstsunc.htm EX-10.15 Document Exhibit 10.15 FORM OF FIRSTSUN CAPITAL BANCORP LONG-TERM INCENTIVE PLANNOTICE OF AWARDParticipant Name: ________________________ Grant Date: ________________________ Performance Period: [3-years, commencing January 1 on the Year in which the Award is Granted] OR [INSERT OTHER PERFORMANCE PERIOD AS APPROVED]Vesting: [Third (3rd) anniversary of the Grant Date] OR [INSERT OTHER TIME-BASED VESTING REQUIREMENTS THAT APPLY]Award Values:AWARD VALUESThreshold ValueTarget ValueStretch Value$$$[TO BE MODIFIED, BASED ON VALUES APPROVED]Individual Performance Measures: [DESCRIBE PERFORMANCE MEASURES AND WEIGHT]Bank Performance Measures: [DESCRIBE PERFORMANCE MEASURES AND WEIGHT]Form of Payment:[DESCRIBE CASH, FORM OF EQUITY AWARD OR BOTH]IN WITNESS WHEREOF, the undersigned duly-authorized officer has issued this Notice of Award on the date set forth below. FirstSun Capital Bancorp By: Date: , 20 EMPLOYEE ACCEPTANCE:By signing and accepting this Notice of Award, you acknowledge and agree to the Covenants to Protect the Company's Business that are set forth in the attached Award Agreement. You also acknowledge and agree that any dispute concerning this Award shall be resolved as set forth in Section 8 of the Award Agreement entitled Disputes; Forum Selection, which includes your agreement to irrevocably submit to the exclusive jurisdiction of the state and federal courts located in the State of Colorado, county of Denver, and to waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.Signed: ________________________________ Date: , 20 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit FIRSTSUN CAPITAL BANCORP LONG-TERM INCENTIVE PLANAWARD AGREEMENTThis Award Agreement ("Agreement") (this "Award Agreement") is made and entered into as of the Grant Date by and between Civeo Corporation, FirstSun Capital Bancorp, a Delaware Corporation corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan ("you"). Your Notice of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all incorporated into and made a part of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized this Award Agreement. Capitalized terms shall have the same meanings ascribed set forth in the Notice of Award or in the FirstSun Capital Bancorp Long-Term Incentive Plan effective April 1, 2022 (the "Plan").1. Grant of Award. Subject to them under the Plan. The Phantom Units are intended conditions set forth below and in the Plan document, effective on the Grant Date, the Company hereby grants you, as a matter of separate inducement but not in lieu of any salary or other compensation for your services for the Company, this Award with the Target Value, and any Threshold or Stretch Values, as set forth on your Notice of Award.2. Vesting. You will vest in full and become entitled to represent a Performance settlement of your Award under as set forth in the Notice of Award, provided you remain an Employee in good standing. In special circumstances as described in the Plan, representing you may vest earlier in your Award or the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. continuous employment requirement may be waived. View More
Found in FIRSTSUN CAPITAL BANCORP contract
Section 409a. (a) The Phantom Units granted pursuant Option will be interpreted to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted the greatest extent possible in a manner consistent that makes the Option exempt from Section 409A of the Code, and to the extent not so exempt, in compliance with such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action wou...ld result requirements imposed by Section 409A of the Code. If any provision in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision Grant Notice or this Agreement results would result in the imposition of an additional tax under Code Section 409A, 409A of the Code, the Company and the Participant intend that Plan provision the Grant Notice or provision of this Agreement shall will be reformed, reformed to avoid imposition, to the extent permissible under Code Section 409A, to avoid imposition possible, of the additional tax, applicable tax and no such action taken to comply with Section 409A of the Code shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision Option. The Participant further agrees that the Committee, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify the Plan, the Grant Notice or this Agreement in any manner and delay the payment of any amounts payable pursuant to the contrary, Option to the extent necessary to meet the requirements of Section 409A of the Code as the Committee deems appropriate or desirable. The Company makes no representation that the Plan or any Award complies with Section 409A of the Code and shall have no liability to any Participant for any failure to comply with Section 409A of the Code. 5 EX-10.4 5 tv521519_ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 AudioEye, Inc. 2019 Equity Incentive Plan Notice of Non-Qualified Stock Option Grant The Participant is hereby provided this Notice of Non-Qualified Stock Option Grant (this "Grant Notice") for the following option grant (the "Option") to purchase shares of the Common Stock of AudioEye, Inc., a Delaware corporation (the "Company") under the AudioEye, Inc. 2019 Equity Incentive Plan (the "Plan"). All capitalized terms in this Grant Notice shall have the meaning assigned to them in this Grant Notice or the attached Non-Qualified Stock Option Agreement, or if not defined herein or therein, in the Plan. Participant: _________________ Grant Date: _________________ Vesting Commencement Date: _________________ Option Exercise Price: $_________ per share Number of Shares: _____ shares Expiration Date: _________________ Type of Option: Non-Qualified Stock Option Vesting Schedule: The Participant shall acquire a vested interest in the underlying shares as follows: [Vesting Schedule to be inserted] The Participant hereby acknowledges and agrees that (a) the Company has made available to the Participant is identified by copies of the Company as a "specified employee" within Plan, the meaning form of Code Section 409A(a)(2)(B)(i) on Non-Qualified Stock Option Agreement and the date on which prospectus for the Plan and (b) the Participant has a "separation from service" (other than due had the opportunity to death) within review such documents and this Notice and to consult with the meaning of Treasury Regulation § 1.409A-1(h), Participant's individual tax advisor and legal counsel with respect to the Phantom Units payable or settled on account of a separation from service same. The Participant understands and agrees that are deferred compensation the Option is granted subject to Code Section 409A shall be paid or settled on and in accordance with the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date terms of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of Plan. By executing this Agreement, Notice, the Participant shall further agrees to be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to bound by the terms and provisions of the Plan and administrative interpretations thereof referred the terms of the Option as set forth in the Non-Qualified Stock Option Agreement attached hereto. By accepting this Option, the Participant consents to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. AudioEye, Inc. Participant By: By: Name: Name: Title: Date: Date AudioEye, Inc. 2019 Equity Incentive Plan Non-Qualified Stock Option Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation AudioEye, Inc. (the "Company") has awarded the Participant set forth in the Grant Notice a Non-Qualified Stock Option (the "Option") that is subject to its 2019 Equity Incentive Plan (the "Plan"), the Notice of Non-Qualified Stock Option Grant (the "Grant Notice") and _________________ this Non-Qualified Stock Option Agreement (the "Participant"), regarding an award ("Award") "Agreement"), for the number of ____________ Phantom Units granted shares of Common Stock subject to the Option indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in the Plan. In the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control. This Option Agreement will be deemed to be signed by the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to signing by the following terms and conditions: 1. Relationship to Plan. This Award is subject to all Participant of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, Grant Notice to which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. it is attached. View More
Found in AUDIOEYE INC contract
Section 409a. (a) The Phantom It is intended that the Restricted Stock Units granted pursuant to this Agreement are intended to comply with or hereunder shall be exempt from Section 409A of the Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with pursuant to the "short-term deferral" rule applicable to such intent. No payment, benefit or consideration shall be substituted for the Phantom Units if such action would result section, as set for...th in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision regulations or this Agreement results in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified other guidance published by the Company Internal Revenue Service thereunder. EX-10.4 5 exhibit104.htm EXHIBIT 10.4 Exhibit Exhibit 10.4RESTRICTED STOCK UNIT GRANT NOTICEUNDER THEGates Industrial Corporation plc2018 OMNIBUS INCENTIVE PLANTIME-BASED VESTING AWARD(Non-Employee Director)Gates Industrial Corporation plc (the "Company"), pursuant to its 2018 Omnibus Incentive Plan, as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation it may be amended and restated from service" (other than due time to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant time (the "Plan"), hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted grants to the Participant on ______________ (the "Grant Date"), pursuant to set forth below, the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Restricted Stock Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is set forth below. The Restricted Stock Units are subject to all of the terms, terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto), and provisions in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.Participant:[Insert Participant Name]Vesting Commencement Date: [Insert Grant Date]Number of Shares of Restricted Stock: [Insert No. of Shares of Restricted Stock Granted]Vesting Schedule:Provided the Participant has not undergone a Termination at the time of the Plan and administrative interpretations thereunder, if any, which have been adopted by applicable vesting date (or event), 100% of the Committee thereunder and are in effect Restricted Stock Units will vest on the earlier of (i) the first anniversary of the Date of Grant or (ii) the next regularly scheduled annual meeting of the stockholders of the Company following the Date of Grant; provided, however, that in the event that the Participant undergoes a Termination as a result of such Participant's death or Disability prior to the applicable vesting date hereof. Except (or event), such Participant shall fully vest in such Participant's Restricted Stock Units. In addition, in the event of a Change in Control prior to the applicable vesting date (or event), such Participant shall fully vest in such Participant's Restricted Stock Units to the extent not then vested or previously forfeited or cancelled. * * *GATES INDUSTRIAL CORPORATION PLC ________________________________ By: Title:THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.PARTICIPANT1 _____________________________________________________________1To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute the Participant's signature hereto. TIME-BASED RESTRICTED STOCK UNIT AGREEMENTUNDER THEGates Industrial Corporation plc2018 OMNIBUS INCENTIVE PLAN(Non-Employee Director)Pursuant to the Restricted Stock Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this "Restricted Stock Agreement") and the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), Gates Industrial Corporation plc (the "Company") and the Participant agree as follows. Capitalized terms not otherwise provided herein, capitalized terms defined herein shall have the same meanings ascribed to them under meaning as set forth in the Plan. The Phantom Units are intended Pursuant to represent a Performance Award under the Plan, representing Restricted Stock Unit Grant Notice (the "Grant Notice") delivered to the right to receive Participant (as defined in the value of a share of Common Stock in cash, Grant Notice), and subject to the satisfaction of the terms and conditions of this Agreement. Restricted Stock Unit Agreement (this "Restricted Stock Unit Agreement") and the Gates Industrial Corporation plc 2018 Omnibus Incentive Plan, as it may be amended and restated from time to time (the "Plan"), Gates Industrial Corporation plc (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More
Found in Gates Industrial Corp plc contract
Section 409a. (a) The Phantom Units granted pursuant to To the extent applicable, this Agreement are Award is intended to comply with or Section 409A and will be exempt interpreted accordingly. Section 9(b)(v) of the Plan will only be applicable to the delivery of Shares under this Award to the extent permissible under Section 409A. The determination of whether and when Grantee's separation from Code Section 409A, and ambiguous provisions hereof, if any, shall service from the Company has occurred will be con...strued and interpreted made in a manner consistent with, and based on the presumptions set forth in, Treas. Reg. § 1.409A-1(h). Solely for this purpose, "Company" will include all persons with such intent. No payment, benefit or consideration shall whom the Company would be substituted for considered a single employer as determined under Treas. Reg. § 1.409A-1(h)(3). To the Phantom Units if such action would result in extent compliance with the imposition requirements of taxes under Code Section 409A. Notwithstanding anything in this Agreement Treas. Reg. § -4- 1.409A-3(i)(2) (relating to "specified employees") is necessary to avoid the contrary, if any Plan provision or this Agreement results in the imposition application of an additional tax under Code Section 409A, that Plan provision 409A to payments due to Grantee upon his or her separation from service, then notwithstanding any other provision of this Agreement shall Award or the Plan, the issuance of Shares hereunder will be reformed, to delayed until the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest earlier of (i) the first business six months and one day following the expiration of six months from the Participant's Grantee's separation from service, or (ii) Grantee's death. [THIS SPACE INTENTIONALLY LEFT BLANK] 11. -5- Governing Law. This Award and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed in accordance with the date laws of the Participant's death, or (iii) such earlier date as complies with the requirements State of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company Maryland. BRANDYWINE REALTY TRUST BY: ________________________________ Gerard H. Sweeney President and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. Chief Executive Officer Accepted: [GRANTEE] -6- View More
Found in BRANDYWINE OPERATING PARTNERSHIP, L.P. contract
Section 409a. (a) The Phantom Units granted pursuant to Award of PSUs evidenced by this Agreement are is intended to comply with or be exempt from the nonqualified deferred compensation rules of Section 409A of the Code as a "short term deferral" (as that term is used in the final regulations and other guidance issued under Section 409A, 409A of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and ambiguous provisions hereof, if any, shall be construed accordingly. 6 Exhibit 10.2 IN WITNESS... WHEREOF, the parties hereto have executed this Agreement as of the day and interpreted in a manner consistent with such intent. No payment, benefit or consideration year first above written. ALPHATEC HOLDINGS, INC. By: PARTICIPANT: 7 Exhibit 10.2 Exhibit I Performance Period The performance period shall commence on July 1, 2014 and end on December 31 2016.Performance Measures50% shall be substituted earned based on Free Cash Flow. Free Cash Flow shall mean______________________50% shall be earned based on Return on Invested Capital ("ROIC"), ROIC shall mean ________________Award Payout [Insert chart or table showing % of PSUs that will be earned based on achievement of performance measures] 8 EX-10.2 3 atec-20140930exx102.htm EXHIBIT ATEC-2014.09.30.EX-10.2 Exhibit 10.2PSU Award No: PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTALPHATEC HOLDINGS, INC.AGREEMENT made as of July __, 2014, (the "Grant Date"), between Alphatec Holdings, Inc. (the "Company"), a Delaware corporation, and , (the "Participant").WHEREAS, the Company has adopted the Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan, as amended (the "Plan") to promote the interests of the Company by providing an incentive for employees, directors and consultants of the Phantom Units if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement Company or its Affiliates;WHEREAS, pursuant to the contrary, if any Plan provision or this Agreement results in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant's separation from service, (ii) the date of the Participant's death, or (iii) such earlier date as complies with the requirements of Code Section 409A. (c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a "separation from service" with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred Plan, the Company desires to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted grant to the Participant on ______________ (the "Grant Date"), pursuant performance-based restricted stock units ("PSUs") related to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to Company's common stock, $.0001 par value per share ("Common Stock"), in accordance with the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect Plan, all on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions hereinafter set forth; andWHEREAS, the parties hereto understand and agree that any terms used and not defined herein have the meanings ascribed to such terms in the Plan and that any and all references herein to employment of this Agreement. the Participant by the Company shall include the Participant's employment or service as an employee, director or consultant of the Company or any Affiliate.NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:1.Grant of Award. The Company hereby grants to the Participant an award for a target number of PSUs (the "Award"). Each PSU represents a contingent entitlement of the Participant to receive one share of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The number of PSUs that the Participant actually earns shall be a target of ____________up to a maximum of ______________ (____ % of target) and will be determined by the level of achievement of the performance goals in accordance with Exhibit I attached hereto. View More
Found in Alphatec Holdings, Inc. contract
Section 409a. (a) The Phantom Units granted pursuant to Company and Pickett intend for all payments under this Agreement are intended to comply with either to satisfy the requirements of Section 409A of the Code, and all applicable guidance promulgated thereunder or to be exempt from Code the application of Section 409A, 409A of the Code, and ambiguous provisions hereof, if any, this Agreement shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shal...l be substituted for the Phantom Units if such action would result in the imposition of taxes under Code Section 409A. accordingly. Notwithstanding anything any provision in this Agreement to the contrary, if any Plan provision reference to "termination of employment" or words of similar import under this Agreement results in shall be deemed to refer to a termination of employment that satisfies the imposition applicable requirements of an additional tax a "separation from service" under Code Section 409A, that Plan provision or 409A of the Code. In addition, notwithstanding any provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, if if, at the Participant time of Pickett's termination of employment with the Company, Pickett is identified by the Company as a "specified employee" within as defined in Section 409A of the meaning Code, and one or more of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due payments or benefits received or to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable be received by Pickett pursuant to this Agreement or settled on account of a separation from service that are otherwise would constitute deferred compensation subject to Code Section 409A shall of the Code, then no such payment will be paid or settled on made under this Agreement until the earliest of (i) the first business day following date which is six (6) months after Pickett's "separation from service" for any reason, other than "death" or "disability" (as such terms are used in Section 409A(a)(2) of the expiration of six months from the Participant's separation from service, Code), (ii) the date of Pickett's "death" or "disability" (as such terms are used in Section 409A(a)(2) of the Participant's death, Code), or (iii) the effective date of a "change in the ownership or effective control" of the Company (as such earlier date term is used in Section 409A(a)(2)(A)(v) of the Code). The reimbursement of expenses or in-kind benefits provided pursuant to this Agreement, if any, shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to the Company's applicable policies, but in no event later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. Lastly, for purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as complies a right to a series of separate payments. PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. PICKETT IS ADVISED TO CONSULT WITH AN ATTORNEY ABOUT THIS AGREEMENT PRIOR TO SIGNING IT. Dated: ______________________________ SCOTT PICKETT ___________________________________ Dated: ______________________________ GOODMAN NETWORKS, INC. ___________________________________ Monty West, EVP Human Resources EX-10.86 2 gnet-ex1086_20141231749.htm EX-10.86 Exhibit 10.86 CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT This Confidential Separation and Release Agreement ("Agreement") is made and entered into between Goodman Networks Incorporated and each and every officer, director, employee, agent, parent, subsidiary, wholly owned company, affiliate and division, and their successors, assigns, beneficiaries, legal representatives, insurers and heirs ("Company"), a Texas corporation with its principal place of business in Plano, Texas, and Scott Pickett on his own behalf and on behalf of his heirs, executors, administrators, attorneys, successors and assigns ("Pickett"), and is effective as of August 1, 2014 (the "Effective Date"). WHEREAS, Pickett signed an Employment, Confidentiality and Non-Compete Agreement and two amendments thereto (collectively, the "Employment Agreement"), which contain certain provisions concerning Company's and Pickett's obligations at the time Pickett's employment with the requirements of Code Section 409A. (c) For Company terminates; WHEREAS, the parties to this Agreement desire to resolve all purposes of this Agreement, the Participant shall be considered matters related to have terminated Pickett's employment with the Company and its Affiliates when relationship with the Participant incurs a "separation Company, including all matters related to his separation from service" employment at the Company; NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties agree: 1. Separation. Pickett's employment with the Company within the meaning of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above. PARTICIPANT: Date:____________________ [Name] EX-10.17 2 ex10-17.htm EXHIBIT 10.17 ex10-17.htm Exhibit 10.17 CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees only) This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation terminated effective August 1, 2014 (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right to receive the value of a share of Common Stock in cash, subject to the satisfaction of the terms and conditions of this Agreement. "Separation Date"). View More
Found in Goodman Networks Inc contract
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