Section 409a Contract Clauses (6,052)

Section 409a. Notwithstanding anything to the contrary contained in this Award Agreement, this Award Agreement is intended to comply with Section 409A of the Code and this Award Agreement and the Plan shall be interpreted in a manner consistent with such intent, and any provisions of this Award Agreement or the Plan that would cause the Award to fail to satisfy the requirements for an effective deferral of compensation under Section 409A of the Code shall have no force and effect. Notwithstanding anything to ...the contrary in this Award Agreement, no amounts shall be paid to the Participant under this Award Agreement during the six (6)-month period following the Participant's "separation from service" (within the meaning of Section 409A of the Code) to the extent that the Administrator determines that the Participant is a "specified employee" (within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Award Agreement would be a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six (6)-month period under this Award Agreement. View More

Section 409a. Any payment provided under this Agreement is intended to be a short-term deferral as provided by Section 409A of the Internal Revenue Code and the regulations promulgated thereunder, and the parties agree that the terms and provisions of the Agreement will be construed and interpreted to the maximum extent permitted in order to have this effect. Notwithstanding anything to the contrary, any payment provided under this Agreement will be made within the short-term deferral period specified in Trea...sury Regulation Section 1.409A-1(b)(4). View More

Section 409a. It is intended that this Agreement comply with, or be exempt from, Code Section 409A and the final regulations and official guidance thereunder ("Section 409A") and any ambiguities herein will be interpreted to so comply and/or be exempt from Section 409A. Each payment and benefit to be paid or provided under this Agreement is intended to constitute a series of separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. The Company and Executive will work together in go...od faith to consider either (i) amendments to this Agreement; or (ii) revisions to this Agreement with respect to the payment of any awards, which are necessary or appropriate to avoid imposition of any additional tax or income recognition prior to the actual payment to Executive under Section 409A. In no event will the Company reimburse Executive for any taxes that may be imposed on Executive as a result of Section 409A. 2 22. Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein. View More

Section 409a. The Award of RSUs evidenced by this Agreement is intended to 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 of the Code, including Treasury Regulation Section 1.409A-1(b)(4)(i)), and shall be construed accordingly.

Section 409a. The awards granted pursuant to this Agreement are intended to be compliant with Section 409A of the Internal Revenue Code ("Section 409A") and shall be interpreted consistent with such intent. Each of the Section 409A provisions of Section 7.3 of the Employment Agreement shall apply to the award.

Section 409a. Shares awarded under this Award Agreement are intended to be exempt from Section 409A of the U.S. Code, to the extent applicable, and this Award Agreement is intended to, and shall be interpreted, administered and construed consistent therewith. The Committee shall have full authority to give effect to the intent of this Section 6.

Section 409a. The Stock Options are intended to be exempt from Section 409A of the Code. The Company reserves the unilateral right to amend this Agreement upon written notice to the Participant to prevent taxation under Section 409A of the Code.

Section 409a. This Agreement is intended to be interpreted and applied so that the Target Award Restricted Shares set forth herein shall either be exempt from the requirements of Section 409A, or shall comply with the requirements of Section 409A, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt from or in compliance with Section 409A. {Signature page follows.} The Company and the Holder have executed this Performance Award Agreement as of the Effective Date.... COMPANY: CAPITAL SENIOR LIVING, INC. HOLDER: By: /s/ Kimberly S. Lody /s/ Brandon Ribar Kimberly S. Lody Brandon Ribar President and Chief Executive Officer 7 Assignment Separate From Certificate FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Capital Senior Living Corporation the Target Award Restricted Shares subject to this Award, standing in the undersigned's name on the books of said Capital Senior Living Corporation, represented by a Stock Certificate herewith and do hereby irrevocably constitute and appoint the corporate secretary of Capital Senior Living Corporation as attorney to transfer the said stock on the books of Capital Senior Living Corporation with full power of substitution in the premises. Dated: September 10, 2019 /s/ Brandon Ribar Brandon Ribar, Holder ACKNOWLEDGMENT The undersigned hereby acknowledges (i) my receipt of this Award, (ii) my opportunity to discuss this Award with a representative of the Company, and my personal advisors, to the extent I deem necessary or appropriate, (iii) my understanding of the terms and provisions of this Award, and (iv) my understanding that, by my signature below, I am agreeing to be bound by all of the terms and provisions of this Award. Without limitation, I agree to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined in the Plan) upon any questions arising under this Award. Dated: September 10, 2019 /s/ Brandon Ribar Brandon Ribar, Holder EX-10.2 3 d784084dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 SIGN-ON PERFORMANCE AWARD FOR CAPITAL SENIOR LIVING CORPORATION This Sign-On Performance Award Agreement (this "Agreement") sets forth the terms of a PERFORMANCE AWARD ("Award") granted on September 10, 2019 ("Date of Grant" or the "Effective Date"), by Capital Senior Living Corporation, a Delaware Corporation (the "Company"), to Brandon Ribar (the "Holder"). This Award is made as an inducement to the Holder to accept employment with the Company and as such is not subject to the terms, and provisions, of the 2019 Omnibus Stock and Incentive Plan For Capital Senior Living Corporation, as may be amended subsequent to the Date of Grant (the "Plan"); however, capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan. RECITALS A. The Company and Holder entered into that certain employment agreement dated September 10, 2019 (the "Employment Agreement"). B. The Committee has determined that it is in its best interest to offer the Holder this Award as an inducement to the Holder to accept employment with the Company. C. Holder wishes to accept such Award on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the adequacy of which is acknowledged by the parties' execution of this Agreement, the Company and the Holder agree as follows: 1. Performance Award. The Company hereby sells, transfers, assigns and delivers to the Holder an aggregate of 45,000 Shares of the Company as of the Date of Grant ("Target Award Restricted Shares") subject to the terms and conditions set forth in this Award, including, without limitation, the Restrictions more specifically set forth in Section 4 below ("Restrictions"), and further subject to Holder's execution of this Agreement. View More

Section 409a. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

Section 409a. This Option is intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without the Optionee's consent, modify or amend the terms of this Grant Agreement, impose conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems necessary or advisable, to cause the Option to be excepted from Section 409A (or to comply therewith to the ...extent the Company determines it is not excepted). View More