Section 409a Contract Clauses (10,669)

Section 409a. The Grant Letter and these Grant Conditions are intended to comply with section 409A of the Internal Revenue Code or an exemption, consistent with Section 20(h) of the Plan. Plan, including the six-month delay for specified employees in accordance with the requirements of section 409A of the Code, if applicable.

Section 409a. It is intended that the Stock Unit Grant issued hereunder shall comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Stock Unit Grant is subject thereto, and the Stock Unit Grant shall be interpreted on a basis consistent with such intent. In Other than pursuant to an election to defer receipt of shares of Company Stock subject to the Stock Unit Grant under the terms of the Subplan and the 2007 Plan, in no event shall the Employee, Director, directly or indirectly, designate the calendar year in which the shares underlying the Stock Unit Grant will be distributed. This Grant Agreement may be amended without the consent of the Employee Director in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code. View More

Section 409a. All provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code ("Section 409A"). By way of example, and not limitation, it is the intent of the parties that each installment of the Severance Payment shall be designated as a separate payment for all purposes under Section 409A and the first installment of the Severance shall be exempt from the application of Section... 409A pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the above, if the Company determines that the Severance Payment constitutes "nonqualified deferred compensation" within the meaning of Section 409A, payment of such Severance Payment shall not commence until the Employee incurs a "separation from service" within the meaning of Treasury Regulation §1.409A−1(h) ("Separation from Service"). If, Moreover, if, at the time of Employee's Separation from Service, the Employee is a "specified employee" (under Section 409A), the payment of any amount under this Agreement on account of Separation from Service that is deferred compensation subject to the provisions of Section 409A and not otherwise excluded from Section 409A, including, but not limited to, subsequent installments of such Severance Payment shall not be paid until after the earlier of (i) the expiration of the six-month six−month period measured from the date of Employee's Separation from Service with the Company, or (ii) the date of the Employee's death (the "409A Suspension Period"). View More

Section 409a. This Agreement shall be construed and interpreted to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or other guidance promulgated thereunder ("Section 409A"). Neither the Company nor the members of the Committee shall be liable for any determination or action taken or made with respect to this Agreement or the Units granted thereunder.

Section 409a. a) The compensation and benefits under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other official guidance promulgated and issued thereunder (collectively, "Section 409A"), and this Agreement will be interpreted in a manner consistent with that intent. b) The preceding provisions, however, shall not be construed as a guarantee by the Company VS of any particular... tax effect to you MARKIN under this Agreement. The Company VS shall not be liable to you MARKIN for any payment made under this Agreement that is determined to result in an additional tax, penalty or interest under Section 409A, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A. 8 c) References to "termination of employment" and similar terms used in this Agreement mean, to the extent necessary to comply with Section 409A, the date that you MARKIN first incur incurs a "separation from service" within the meaning of Section 409A. d) Notwithstanding anything in this Agreement to the contrary, if at the time of your separation from service with the Company you are VS, MARKIN is a "specified employee" as defined in Section 409A, and any payment payable under this Agreement as a result of such separation from service is required to be delayed by six months pursuant to Section 409A, then the Company VS will make such payment on the date that is six months following your separation from service with the Company. VS. The amount of such payment will equal the sum of the payments that would have been paid to you MARKIN during the six-month period immediately following your separation from service had the payment commenced as of such date. Each payment under this Agreement shall be designated as a "separate payment" within the meaning of Section 409A. View More

Section 409a. The Plan is intended to comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and administered to be in compliance therewith. Any payments that are due within 23 the short-term deferral period as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable laws require otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required to... avoid adverse tax consequences under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six-month period immediately following the Participant's termination of Continuous Service shall instead be paid on the first payroll date 20 after the six-month anniversary of the Participant's separation from service (or the Participant's death, if earlier). Notwithstanding the foregoing, neither the Company nor the Committee shall have any obligation to take any action to prevent the assessment of any tax or penalty under Section 409A of the Code and neither the Company nor the Committee will have any liability to any Participant or otherwise for such tax or penalty. 24 EX-10.11 5 t1402136_ex10-11.htm 21 EX-10.15 8 t1402136_ex10-15.htm EXHIBIT 10.11 10.15 Exhibit 10.11 10.15 JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM NON-EMPLOYEE DIRECTOR INCENTIVE PLAN 1. Establishment and Purpose. James River Group Holdings, Ltd. hereby establishes, effective on the date that the initial public offering of the Company's common shares is consummated and immediately prior thereto, an incentive compensation plan known as the "James River Group Holdings, Ltd. 2014 Long-Term Non-Employee Director Incentive Plan." The purposes of the Plan are to (a) enable the Company and its Affiliates to attract and retain individuals who will contribute may perform services for the Company as Non-Employee Directors, to compensate them for their contributions to the Company's long range success; (b) motivate key personnel to produce a superior return to the shareholders long-term growth and profits of the Company and its Affiliates by offering such individuals an opportunity to realize share appreciation, by facilitating share ownership, and by rewarding encourage them for achieving to acquire a high level of corporate performance; and (c) promote proprietary interest in the success of the Company's business. Company. View More

Section 409a. To the extent determined necessary or advisable by the Managing Member General Partner in his or her its sole discretion, Profit Participation Bonus awards hereunder shall be interpreted to the extent possible to comply with the provisions of section 409A of the Code (or avoid application of such Code section), to the extent applicable.

Section 409a. The Performance-Based Share Unit Grant and these Grant Conditions are intended to comply with Code Section 409A or an exemption, and payments may only be made under these Grant Conditions upon an event and in a manner permitted by Code Section 409A, to the extent applicable. Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if the Grantee is considered a "specified employee" for purposes of Code Section 409A and if any payment under these... Grant Conditions is required to be delayed for a period of six (6) months after separation from service pursuant to Code Section 409A, such payment shall be delayed as required by Code Section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6)-month period. If the Grantee dies during the postponement period prior to payment, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Grantee's estate within sixty (60) days after the date of the Grantee's death. Notwithstanding anything in these Grant Conditions to the contrary, if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any payments to be made upon a termination of employment under these Grant Conditions may only be made upon a "separation from service" under Code Section 409A. In no event may the Grantee, directly or indirectly, designate the calendar year of a payment, except in accordance with Code Section 409A. 8 DB1/ 73877079.3 C:\NRPortbl\DMEAST\MULLANY\18853495_4.DOCX Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if CIC Earned Units are subject to Code Section 409A, and if a Change in Control is not a "change in control event" under Code Section 409A or the payment event does not occur upon or within two years following a "change in control event" under Code Section 409A, any vested CIC Earned Units shall be paid to the Grantee upon within sixty (60) days after the Vesting Date and not on account of an earlier termination of employment. Date. *** 9 DB1/ 73877079.3 C:\NRPortbl\DMEAST\MULLANY\18853495_4.DOCX Schedule A Performance Goals 1. Performance Goals. The Performance Units shall be earned based on Aqua America's (the Company's) achievement of four Performance Goals, as follows: · 30% of the Target Award shall be earned based on the TSR (as defined below) as compared to the TSR of the companies in the peer group described in Section 3 below. · 30% of the Target Award shall be earned based on the Company's TSR as compared to the TSR of the reference companies in described in Section 4 below. · 20% of the Target Award shall be earned based on maintaining an average ratio of operations and maintenance expenses as a percentage of revenues at Aqua Pennsylvania, as described in Section 5 below. · 20% of the Target Award will be earned based on earning a cumulative total earnings before taxes for the Company's operations other than Aqua Pennsylvania, as described in Section 6 below. View More

Section 409a. The parties agree that this Agreement shall be interpreted to comply with or be exempt from Code Section 409A, and all provisions of this Agreement shall be construed in a manner consistent 13 with the requirements for avoiding taxes or penalties under Code Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(ii).

Section 409a. The Options granted hereunder are intended to comply with or be exempt from the requirements of Code Section 409A, and the Agreement shall be interpreted accordingly. In no event, however, shall the Company be liable to the Participant for any tax, penalties or interest that may be due in respect of any the Options as a result of the application of Code Section 409A. 409A, except to the extent that such tax, penalty or interest results from a breach of this Agreement by the Company.