Section 409a Clause Example with 7 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) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Executive incurs a "Separation from Service" (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a "Specified Employee" (as defined be...low) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after Executive's Separation from Service for any reason other than death or (ii) Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section shall only apply if required to comply with Section 409A of the Code. 10 (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company (which consent shall not be unreasonably withheld) to: (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.View More
Variations of a "Section 409a" Clause from Business Contracts
Section 409a. (a) If 11.1If any amounts that become due under Section 4 6 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, payment of such amounts shall not commence until Executive incurs a "Separation from Service" (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding 11.2Notwithstanding any provision of this Agreement to the contrary, if Executive is a "Speci...fied Employee" (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after Executive's Separation from Service for any reason other than death or (ii) Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section shall only apply if required to comply with Section 409A of the Code. 10 (c) For 11.3For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It 11.4It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company (which consent shall not be unreasonably withheld) to: (i) comply with, or avoid being subject to, Section 409A of the Code, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code, provided, however, that no such amendment shall have the effect of reducing the amount of any payment or benefit payable to Executive pursuant to this Agreement. (e) Anything 11.5Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group or its subsidiary or affiliate covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year.View More
Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" (as defined below) Service if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a "Speci...fied Employee" (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 16(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 16(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. 7 (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More
Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation from Service" (as defined in Section 12(c), below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a "Sp...ecified Employee" (as defined in Section 12(c), below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 12(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being 7 subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 12(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group Group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More
Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation from Service" (as defined in Section 12(c), below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the Executive is a "Sp...ecified Employee" (as defined in Section 12(c), below) he shall not be entitled to any payments of "nonqualified deferred compensation" upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 12(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 12(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group Group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More
Section 409a. (a) If any amounts that become due under Section Sections 3 or 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" Service (as defined below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the Exe...cutive is a "Specified Employee" Specified Employee (as defined below) below), he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death death; or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 16(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. 10 (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A; (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A; and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 16(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. The Executive may not liquidate or exchange the right to reimbursement of such expenses for any other benefits. View More
Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, 409A, payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" Service (as defined in Section 13(c), below) if and only if necessary to avoid accelerated taxation or tax penalties in respect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if the... Executive is a "Specified Employee" (as defined below) below in Section 13(c)) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 15(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), 11 as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of 409A, the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 15(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group Group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More
Section 409a. (a) If any amounts that become due under Section 4 of this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, U.S. Internal 8 Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder ("Section 409A"), payment of such amounts shall not commence until the Executive incurs a "Separation Separation from Service" (as defined below) Service if and only if necessary to avoid accelerated taxation or tax penalties in r...espect of such amounts. (b) Notwithstanding any provision of this Agreement to the contrary, if Executive is a "Specified Employee" (as defined below) he shall not be entitled to any payments upon a Separation from Service until the earlier of (i) the date which is the first (1st) business day following the date that is six (6) months after the Executive's Separation from Service for any reason other than death or (ii) the Executive's date of death. The Company shall establish a grantor trust pursuant to Rev. Proc. 92-64, promulgated under subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, as modified by Notice 2000-56, and fund any such payments that are deferred pursuant to this Section that otherwise would be immediately payable to Executive. The provisions of this Section 15(b) shall only apply if required to comply with Section 409A of the Code. 10 409A. (c) For purposes of this Agreement, "Separation from Service" shall have the meaning set forth in Section 409A(a)(2)(A)(i) of the Code and determined in accordance with the default rules under Section 409A of the Code. 409A. "Specified Employee" shall have the meaning set forth in Section 409A(a)(2)(B)(i) of the Code, 409A(a)(2)(B)(i), as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect. (d) It is intended that the terms and conditions of this Agreement comply with Section 409A of the Code. 409A. If any provision of this Agreement contravenes any regulations or United States Treasury guidance promulgated under Section 409A of the Code, 409A, or could cause any amounts or benefits hereunder to be subject to taxes, interest and penalties under Section 409A of the Code, this Agreement or any provision hereof may be reformed by Executive, subject to the consent of the Company (which consent shall not be unreasonably withheld) may, in its sole discretion and without the Executive's consent, modify the Agreement to: (i) comply with, or avoid being subject to, Section 409A of the Code, 409A, (ii) avoid the imposition of taxes, interest and penalties under Section 409A of the Code, 409A, and/or (iii) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating contravening the provisions of Section 409A 409A. This Section 15(d) does not create an obligation on the part of the Code, provided, however, Company to modify this Agreement and does not guarantee that no such amendment shall have the effect of reducing the amount of any payment amounts or benefit payable benefits owed under this Agreement will not be subject to Executive pursuant to this Agreement. interest and penalties under Section 409A. (e) Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to the Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company group covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, except to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A of the Code. 409A. No amount reimbursed during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year. View More
