Section 409a Contract Clauses (6,052)

Section 409a. Notwithstanding anything herein to the contrary: (i) Denholm's termination of employment on the Separation Date is intended to constitute a "separation from service" within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations and (ii) it is the intent of the Parties that none of the amounts payable under this Agreement constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Tre...asury regulations and administrative guidance issued thereunder (collectively, "Section 409A"). Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Denholm on account of non-compliance with Section 409A. View More

Section 409a. The Option is intended to qualify for an exemption from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the treasury regulations promulgated and other official guidance issued thereunder, and the Plan and this Award Agreement shall be administered and interpreted consistent with such intention.  * * * * *  EX-10.4 5 payx-20190831xex10_4.htm EX-10.4 Exhibit 104 Exhibit 10.4 PAYCHEX, INC.2002 STOCK INCENTIVE PLAN (as amended and restated effective October 1...4, 2015) NON-QUALIFIED STOCK OPTION AWARD NOTICE (2019)    Participant: [ ] Type of Award: Non-Qualified Stock Options Number of Shares: [ ] Exercise Price: [ ] Date of Grant: [ ] Expiration Date: [ ]   This Award Notice serves to notify you that the Governance and Compensation Committee (the "Committee") of the Board of Directors of Paychex, Inc. (the "Company") hereby grants to you, under the Company's 2002 Stock Incentive Plan, as amended and restated effective October 14, 2015 (the "Plan"), a non-qualified stock option award (the "Award"), on the terms and conditions set forth in the attached Non-Qualified Stock Option Award Agreement and the Plan, of the number of options to purchase common stock (the "Common Stock") set forth above.  PAYCHEX, INC PAYCHEX, INC.2002 STOCK INCENTIVE PLAN (as amended and restated effective October 14, 2015) NON-QUALIFIED STOCK OPTION AWARD AGREEMENT  1. Grant of Option. This Non-Qualified Stock Option Award Agreement (this "Award Agreement") sets forth the terms and conditions of the Non-Qualified Stock Option Award (the "Award") granted to you by the Board of Directors of Paychex, Inc. (the "Company") under the Company's 2002 Stock Incentive Plan, as amended and restated effective October 14, 2015 (the "Plan"), as described on your Award Notice. The Award is subject to all of the provisions of the Plan, which is hereby incorporated by reference and made a part of this Award Agreement. The capitalized terms used in this Award Agreement, and not otherwise defined herein, are defined in the Plan. View More

Section 409a. It is intended that this Agreement will comply with Section 409A of the Code and the interpretive guidance thereunder ("Section 409A"), including, to the maximum extent applicable, the exceptions for (among others) short-term deferrals, certain stock rights, separation pay arrangements, reimbursements, and in-kind distributions, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. Notwithstanding anything to the contrary in t...his Agreement, to the extent required to avoid accelerated taxation and tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the 6 month period immediately following the Participant's termination of Continuous Service will instead be paid on the first payroll date after the six-month anniversary of the Participant's separation from service (or the Participant's death, if earlier). To the extent that any provision of this Agreement would fail to comply with the applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without requiring the Participant's consent, make such modifications to this Agreement and/or payments to be made thereunder to the extent it determines necessary or advisable to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax effect, and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. View More

Section 409a. (a) It is intended that the Deferred Stock Units and dividend equivalents granted hereunder are intended to be compliant with Section 409A of the Code and the regulations promulgated thereunder and shall be limited, construed and interpreted as such, including, without limitation, by delaying the issuance of shares of Common Stock contemplated hereunder. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by Sect...ion 409A of the Code or any damages for failing to comply with Section 409A of the Code. For purposes of applying the provisions of Section 409A of the Code to this Deferred Stock Unit Agreement, each separately identified amount to which the Participant is entitled shall be treated as a separate payment. 4 (b) Notwithstanding anything in this Deferred Stock Unit Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Deferred Stock Unit that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant's "separation from service" or, if earlier, the date of the Participant's death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. EX-10.1 2 pfgc-ex101_6.htm EX-10.1 pfgc-ex101_6.htm Exhibit 10.1 DEFERRED STOCK UNIT GRANT NOTICEUNDER THEPERFORMANCE FOOD GROUP COMPANY2015 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Performance Food Group Company (the "Company"), pursuant to its 2015 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), hereby grants to the Participant set forth below, the number of Restricted Stock Units, subject to a deferral feature (the "Deferred Stock Units"), set forth below. The Deferred Stock Units are subject to all of the terms and conditions as set forth herein, in the Deferred Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Name] Date of Grant: November 13, 2019 Vesting Commencement Date: November 13, 2019 Number of Deferred Stock Units: [____] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of the applicable vesting date (or event), 100% of the Deferred Stock Units will vest on the earlier of (i) the first anniversary of the Vesting Commencement Date or (ii) the next regularly scheduled annual meeting of the stockholders of the Company following the Vesting Commencement Date; provided, however, that in the event that the Participant undergoes a Termination as a result of such Participant's death or Disability prior to the applicable vesting date (or event), as of such Termination, such Participant shall fully vest in such Participant's Deferred Stock Units to the extent not then vested or previously forfeited or cancelled. In addition, in the event of a Change in Control prior to the applicable vesting date (or event), immediately prior to the Change in Control, such Participant shall fully vest in such Participant's Deferred Stock Units to the extent not then vested or previously forfeited or cancelled. *** DEFERRED STOCK UNIT AGREEMENTUNDER THEPERFORMANCE FOOD GROUP COMPANY2015 OMNIBUS INCENTIVE PLAN Pursuant to the Deferred Stock Unit Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Deferred Stock Unit Agreement (this "Deferred Stock Unit Agreement") and the Performance Food Group Company 2015 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), Performance Food Group Company (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More

Section 409a. To the extent applicable, it is intended that the Plan and any payment made hereunder shall comply with, or be exempt from, the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"). Any provision that would cause the Plan or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to the mini...mum extent required to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. View More

Section 409a. This Award is intended to be exempt from or otherwise comply with the provisions of Section 409A. If the RSUs constitute "deferred compensation" under Section 409A and the RSUs become vested and settled upon Participant's termination of employment or service, payment with respect to the RSUs shall be delayed for a period of six months after the termination if Participant is a "specified employee" as defined under Section 409A and if required pursuant to Section 409A. If payment is delayed, the R...SUs shall be settled and paid within thirty (30) days after the date that is six (6) months following Participant's termination of employment or service. Payments with respect to the RSUs may only be paid in a manner and upon an event permitted by Section 409A, and each payment under this Award shall be treated as a separate payment, and the right to a series of installment payments shall be treated as a right to a series of separate payments. In no event shall Participant, directly or indirectly, designate the calendar year of payment. The Company may change or modify the terms of this Award without Participant's consent or signature if the Company determines, in its sole discretion, that such change or modification is necessary for purposes of compliance with or exemption from the requirements of Section 409A. View More

Section 409a. This Agreement and the Options granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement and the Options shall be administered, interpreted and construed in a manner consistent with this intent. Nothing in the Plan or this Agreement shall be construed as including any feature for the deferral of compensation other than the deferral of recognition of income until the exercise of the Options. Should any provision of the Plan or this Agreem...ent be found not to comply with, or otherwise be exempt from, the provisions of Section 409A of the Code, it may be modified and given effect, in the sole discretion of the Administrator and without requiring your consent, in such manner as the Administrator determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. The foregoing, however, shall not be construed as a guarantee or warranty by the Company of any particular tax effect to you. View More

Section 409a. The RSUs granted hereby are subject to the payment timing and other restrictions set forth in Section 13.14 of the Plan.

Section 409a. The grant of Stock Units under this Agreement is intended to comply with Section 409A of the Code ("Section 409A") to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement will be interpreted and administered to be in compliance with Section 409A. The Company, however, will have no liability to the Participant if Section 409A is determined to apply and adversely affects the Participant. With respect to payments under this Agreement, for purposes of Section... 409A, each payment (if there is more than one payment) will be considered one of a series of separate payments. If at the time of the Participant's separation from service, (a) the Participant is a "specified employee" (as defined in Section 409A and using the identification methodology selected by the Company from time to time), and (b) the Company makes a good faith determination that an amount payable on account of such separation from service to the Participant constitutes "deferred compensation" (within the meaning of Section 409A), payment to the specified employee may not be made before the date that is six months after the date of the Participant's separation from service from the Company or its Affiliates (or, if earlier, the date of the Participant's death). With respect to any amount payable under this Agreement to the Participant that constitutes "deferred compensation" (within the meaning of Section 409A), payment under this Agreement may not be accelerated upon a Change in Control under the Plan, unless such Change in Control is also a "change in control" (as defined in Section 409A) or unless otherwise permitted by Section 409A. Upon a Change in Control under the Plan that is not a "change in control" (as defined in Section 409A), such payment shall be made on the next payment date permitted by Section 409A. View More

Section 409a. Neither the Award nor any of the amounts that may be payable pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code and the Treasury regulations and 4EXHIBIT 10.1 other interpretive guidance issued thereunder (collectively, "Section 409A"). Notwithstanding the foregoing, (a) the Company makes no representations that the Award or any amounts payable under this Agreement are exempt from Section 409A and in no even...t shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Employee on account of non-compliance with Section 409A and (b) if any payment provided for under this Agreement would be subject to additional taxes and interest under Section 409A if the Employee's receipt of such payment is not delayed in accordance with the requirements of Section 409A(a)(2)(B)(i) of the Code, then such payment shall not be provided to the Employee (or the Employee's estate, if applicable) until the earlier of (i) the date of the Employee's death or (ii) the date that is six months after the date of the Employee's separation from service with the Company.24.No Impact on Other Benefits. The value of the Award is not part of the Employee's normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit. View More