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
Variations of a "Section 409a" Clause from Business Contracts
Section 409a. (a) The Phantom Units granted pursuant to this Agreement are intended to comply with or Board intends that, except as may be otherwise determined by the Committee, any awards under the Plan will be either exempt from or satisfy the requirements of Section 409A of the Internal Revenue 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 to avoid the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement any taxes, including additional income or penalty taxes, thereunder. If the Committee determines that an award, award agreement, acceleration, adjustment to the contrary, if any Plan provision or this Agreement results in the imposition terms of an additional tax under Code Section 409A, that Plan provision award, payment, distribution, deferral election, transaction or provision of this Agreement shall be reformed, to any other action or arrangement contemplated by the extent permissible under Code Section 409A, to avoid imposition provisions of the additional tax, Plan would, if undertaken, cause a Recipient's award to violate Section 409A of the Internal Revenue Code, unless the Committee expressly determines otherwise, such award, award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and no such action shall the related provisions of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order 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 comply with the requirements of Section 409A of the Internal Revenue Code to the extent determined by the Committee without the consent of or notice to the Recipient. Notwithstanding the foregoing, neither the Corporation nor the Committee shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any Recipient under Section 409A. (c) For all purposes [End of Plan] 14 Exhibit A FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (this "Agreement") made as of this Agreement, the Participant shall be considered to have terminated employment ___ day of ____________, ______, by and between Silver Bull Resources, Inc., a Nevada corporation (the "Corporation"), and ________________ __________________________ (the "Recipient"). In accordance with the Company Corporation's 2019 Stock Option and its Affiliates when Stock Bonus Plan (the "Plan"), the Participant incurs a "separation from service" provisions of which are incorporated herein by reference, the Corporation desires, in connection with the Company within services of the meaning Recipient, to provide the Recipient with an opportunity to acquire shares of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, Corporation's $0.01 par value common stock ("Common Stock") on favorable terms and thereby increase the Recipient's proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation. Capitalized terms used but not defined herein are used as defined in the Plan. NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows: 1. Confirmation of Grant of Option. Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on __________________ (the "Date of Grant"), the Corporation, 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 this Agreement, confirms that the Recipient has been 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 Date of Grant, as otherwise provided herein, capitalized terms shall have the same meanings ascribed a matter of separate inducement and agreement, and in addition to them under the Plan. The Phantom Units are intended and not in lieu of salary or other compensation for services, a stock option (the "Option") exercisable to represent a Performance Award under the Plan, representing the right to receive the value purchase an aggregate of a share ______ shares of Common Stock in cash, subject to the satisfaction of on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof. The Option is [an Incentive Stock Option pursuant to Section 6 of this Agreement. the Plan][a Non-Qualified Stock Option pursuant to Section 7 of the Plan]. View More
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 A Participant's Beneficiary designation shall be deemed to adversely affect the Participant's rights to the Phantom Units. (b) Notwithstanding any provision of the Agreement to the contrary, automatically revoked if the Participant names a spouse as Beneficiary and that marriage is identified by later dissolved or the Company as spouse dies. Without limiting the generality of the foregoing, the interest in the benefits hereunder of a "specified employee" within spouse of a Participant who has predeceased the meaning of Code Section 409A(a)(2)(B)(i) on the date on which Participant or whose marriage with 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 been dissolved 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 automatically pass to the Participant on ______________ and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.This designation cancels and supersedes any previous Beneficiary Designation Form signed by you. Signature of Director ______________________ Date: ____________________Print Name of Director ______________________ Accepted by GEE: _________________________ Dated: _____________________ DM_US 60912030-1.088256.0013 EX-10.6 4 exhibit10_6xformofrsuaward.htm EXHIBIT 10.6 Exhibit10_6_FormofRSUAwardNonEmpDirectors (1) Exhibit 10.6Restricted Stock Unit Grant Notice and Agreement for Non-Employee DirectorsGLOBAL EAGLE ENTERTAINMENT INC. 2013 EQUITY INCENTIVE PLANRESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTTo: [Name] (referred to herein as "you")Global Eagle Entertainment Inc. (the "Grant Date"), pursuant "Corporation") is pleased to the 2014 Equity Participation Plan of Civeo Corporation confirm that you have been granted a Restricted Stock Unit ("RSU") Award (this "Award"), effective [Date] (the "Plan"), such number of Phantom Units subject to the following terms and conditions: 1. Relationship to Plan. "Award Date"). This Award is subject to all the terms of this Restricted Stock Unit Grant Notice and Agreement for Non-Employee Directors (this "Agreement") and is made under the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, Global Eagle Entertainment Inc. 2013 Equity Incentive Plan, as amended (the "Plan") which have been adopted is incorporated into this Agreement by the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, reference. Any capitalized terms used herein that are otherwise undefined shall have the same meanings ascribed to them under meaning provided in the Plan. The Phantom Units are intended to represent a Performance Award under the Plan, representing the right Plan.1.Acceptance of Terms and Conditions. To be eligible to receive this Award, you must sign this Agreement and return it to [____________] within 30 days after the value of a share of Common Stock in cash, subject Award Date. By signing this Agreement, you agree to the satisfaction of be bound by the terms and conditions herein, the Plan and any and all conditions established by the Corporation in connection with Awards issued under the Plan, and you further acknowledge and agree that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against the Corporation or any Subsidiary (collectively, the "Global Eagle Companies") directly or indirectly, or give rise to any cause of this Agreement. action at law or in equity against the Global Eagle Companies. View More
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 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 Executive'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 Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on of the date on which Code, then to the Participant has a "separation from service" (other than due extent any payment or benefit that the Executive becomes entitled to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled under this Agreement on account of the Executive's separation from service would be considered deferred compensation otherwise 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 that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." The determination 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). (d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. 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. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A‐2(b)(2). The parties agree that this Agreement may be amended, as ____________________________________________________________________________ Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### Exhibit 10.8 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. (e) The Company makes no representation or warranty and shall have no liability to the Executive 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 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. Section. View More
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 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 Executive'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 Executive is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on of the date on which Code, then to the Participant has a "separation from service" (other than due extent any payment or benefit that the Executive becomes entitled to death) within the meaning of Treasury Regulation § 1.409A-1(h), the Phantom Units payable or settled under this Agreement on account of the Executive's separation from service would be considered deferred compensation otherwise 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 that is the earlier of (A) six months and one day after the Executive's separation from service, or (B) the Executive's death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. (b) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. (c) To the extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive's termination of employment, then such payments or benefits shall be payable only upon the Executive's "separation from service." The determination 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). (d) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. 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. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A‐2(b)(2). The parties agree that this Agreement may be amended, as ____________________________________________________________________________ Candel Therapeutics, 117 Kendrick St., Needham, MA 02494 Tel. 617 ###-###-#### Exhibit 10.1 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. (e) The Company makes no representation or warranty and shall have no liability to the Executive 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 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. Section. View More
Section 409a. (a) The Phantom Units This Plan and all awards granted pursuant to this Agreement hereunder 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 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 409A of the Internal Revenue Code, and this Plan and any award agreements issued hereunder shall be interpreted and administered accordingly. [End of Plan] 9 Exhibit A FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of this Agreement, the Participant shall be considered to have terminated employment ___ day of ____________, ______, by and between Silver Bull Resources, Inc., a Nevada corporation (the "Corporation"), and ________________ __________________________ (the "Recipient"). In accordance with the Company Corporation's 2010 Stock Option and its Affiliates when Stock Bonus Plan, as amended (the "Plan"), the Participant incurs a "separation from service" provisions of which are incorporated herein by reference, the Corporation desires, in connection with the Company within services of the meaning Recipient, to provide the Recipient with an opportunity to acquire shares of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, Corporation's $0.01 par value common stock ("Common Stock") on favorable terms and thereby increase the Recipient's proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation. Capitalized terms used but not defined herein are used as defined in the Plan. NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows: 1. Confirmation of Grant of Option. Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on ___________, _____ (the "Date of Grant"), the Corporation, 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 this Agreement, confirms that the Recipient has been irrevocably 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 Date of Grant, as otherwise provided herein, capitalized terms shall have the same meanings ascribed a matter of separate inducement and agreement, and in addition to them under the Plan. The Phantom Units are intended and not in lieu of salary or other compensation for services, a Stock Option (the "Option") exercisable to represent a Performance Award under the Plan, representing the right to receive the value purchase an aggregate of a share ______ shares of Common Stock in cash, subject to the satisfaction of on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof. The Option is an [Incentive Stock Option pursuant to Section 6 of this Agreement. the Plan or a Non-Qualified Stock Option pursuant to Section 7 of the Plan]. View More
Section 409a. (a) The Phantom Units This Plan and all awards granted pursuant to this Agreement hereunder 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 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 409A of the Internal Revenue Code, and this Plan and any award agreements issued hereunder shall be interpreted and administered accordingly. [End of Plan] 9 Exhibit A FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT made as of this Agreement, the Participant shall be considered to have terminated employment ___ day of ____________, ______, by and between Gold Torrent, Inc., a Nevada corporation (the "Corporation"), and ________________ __________________________ (the "Recipient"). In accordance with the Company Corporation's 2016 Stock Option and its Affiliates when Stock Bonus Plan, as amended (the "Plan"), the Participant incurs a "separation from service" provisions of which are incorporated herein by reference, the Corporation desires, in connection with the Company within services of the meaning Recipient, to provide the Recipient with an opportunity to acquire shares of Treasury Regulation § 1.409A-1(h). CIVEO CORPORATION Date:____________________ By: Name: Title: The Participant hereby accepts the foregoing Agreement, Corporation's $0.01 par value common stock ("Common Stock") on favorable terms and thereby increase the Recipient's proprietary interest in the Corporation and incentive to put forth maximum efforts for the success of the business of the Corporation. Capitalized terms used but not defined herein are used as defined in the Plan. NOW, THEREFORE, in consideration of the premises and mutual covenants herein set forth and other good and valuable consideration, the Corporation and the Recipient agree as follows: 1. Confirmation of Grant of Option. Pursuant to a determination of the Committee or, in the absence of a Committee, by the Board of Directors of the Corporation made on ___________, _____ (the "Date of Grant"), the Corporation, 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 this Agreement, confirms that the Recipient has been irrevocably 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 Date of Grant, as otherwise provided herein, capitalized terms shall have the same meanings ascribed a matter of separate inducement and agreement, and in addition to them under the Plan. The Phantom Units are intended and not in lieu of salary or other compensation for services, a Stock Option (the "Option") exercisable to represent a Performance Award under the Plan, representing the right to receive the value purchase an aggregate of a share ______ shares of Common Stock in cash, subject to the satisfaction of on the terms and conditions herein set forth, subject to adjustment as provided in Paragraph 8 hereof. The Option is an [Incentive Stock Option pursuant to Section 6 of this Agreement. the Plan or a Non-Qualified Stock Option pursuant to Section 7 of the Plan]. View More
