Section 409a Contract Clauses (6,052)

Section 409a. To the extent such payments or benefits could become subject to such Section, Selectis shall cooperate with the Eligible Persons to amend the Plan with the goal of providing to the Eligible Persons the economic benefits described in the Plan in a manner that does not result in such tax being imposed. Notwithstanding any other provision of this Plan to the contrary, if (I) on the date of a Eligible Person's Separation from Service (as such term is used or defined in Code Section 409A(a)(2)(A)(i),... Treasury Regulation Section 1.409A-1(h), or any successor law or regulation), any of Selectis' equity is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such Separation from Service, the Eligible Person would receive any payment that, absent the application of this sentence, would be subject to interest and additional tax imposed pursuant to Code Section 409A as a result of the application of Code Section 409A(2)(B)(i), then, to the extent necessary to avoid the imposition of such interest and additional tax, such payment shall be deferred until the earlier of (i) 6 months after the Participant's Separation from Service or (ii) the Participant's death. View More

Section 409a. Notwithstanding any provisions in this Plan to the contrary, if at the time of the Employment Termination the Covered Executive is a "specified employee" as defined in Section 409A and the deferral of the commencement of any payments or benefits otherwise payable as a result of such Employment Termination is necessary to avoid the additional tax under Section 409A, the Company will defer the payment or commencement of the payment of any such payments or benefits (without any reduction in such pa...yments or benefits ultimately paid or provided to Covered Executive) until one day after the day which is six months from the date of Employment Termination. Any monthly payment amounts deferred will be accumulated and paid to Covered Executive (without interest) six months after the date of Employment Termination in a lump sum, and the balance of payments due to Covered Executive will be paid as otherwise provided in this Plan. Each monthly payment described in this Plan is designated as a "separate payment" for purposes of Section 409A and, subject to the six-month delay, if applicable, and the first monthly payment shall commence on the payroll date as in effect on termination following the termination. For purposes of this Plan, a termination of employment means a separation from service as defined in Section 409A. No reimbursement payable to Covered Executive pursuant to any provisions of this Plan or pursuant to any plan or arrangement of the Company shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a "deferral of compensation" within the meaning of Section 409A. This Plan will be interpreted, administered and operated in accordance with Section 409A, although nothing herein will be construed as an entitlement to or guarantee of any particular tax treatment to Covered Executive. View More

Section 409a. The RSUs are intended to be exempt from Section 409A of the Code and this Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right to unilaterally amend this Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code; and the Grantee hereby acknowledges and consents to such rights of the Committee.

Section 409a. It is intended that the payments provided under this Amended and Restated Letter Agreement shall be exempt from or comply with the requirements of Section 409A of the Code. This Amended and Restated Letter Agreement shall be construed, administered and governed in a manner that effects such intent. It is further acknowledged and agreed that to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, (i) you will not be considered to have terminated emplo...yment or service for purposes of this Amended and Restated Letter Agreement, and no payments will be due under this Amended and Restated Letter Agreement that are payable upon termination of your employment or service until you would be considered to have incurred a "separation from service" with the Company within the meaning of Section 409A of the Code, and (ii) if at the time of your termination of employment or service with the Company, you are a "specified employee" as defined under Section 409A of the Code, then to the extent required by Section 409A(a)(ii)(B)(i) of the Code, amounts due under this January 19, 2022 Page 5 Amended and Restated Letter Agreement that are provided as a result of your separation from service, within the meaning of Section 409A of the Code, and that would otherwise be paid or provided during the first six months following such separation from service, shall be delayed until the earlier to occur of (A) the first day of the seventh month following your separation from service or (B) the date of your death. Subject to the foregoing, in the event any payment or benefit becomes due under Section 9 conditioned upon your entering into a Release, and as a result of the date of such Release the payment or benefit could be made in either of two of your taxable years, such payment or benefit shall be made on the later of January 15 of the later such taxable year or within 10 days after the date such Release becomes effective. No reimbursement payable to you pursuant to any provision of this Amended and Restated Letter Agreement or otherwise pursuant to any plan or arrangement of the of the Company shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, 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. In addition, your right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Each separately identifiable payment or installment payment hereunder shall be deemed a "separate payment" for purposes of Section 409A of the Code. View More

Section 409a. This Agreement is intended to comply, to the extent applicable, with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall, to the extent practicable, be construed in accordance with such section. For purposes of this Agreement, each amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the "short term deferral period" as defined in Sect...ion 409A will not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or additional taxes under Section 409A, amounts reimbursable to Employee under this Agreement shall be paid to Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Employee) during any one year may not effect amounts reimbursable or provided in any subsequent year. The Company makes no representations or warranties that the payments provided under the Severance Agreement or any other agreement comply with, or are exempt from, Section 409A, and in no event shall the Company be liable for any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of Section 409A. View More

Section 409a. It is the intent of the parties that the payments and benefits under this Retention Agreement will be exempt from or otherwise comply with the provisions of Section 409A, and each payment under this Retention Agreement will be treated as a separate payment for purposes of Section 409A. In no event may you, directly or indirectly, designate the calendar year of payment. The parties intend that the terms and provisions of this Retention Agreement will be interpreted and applied in a manner that sa...tisfies the requirements and exemptions of Section 409A. All reimbursements of costs and expenses or in-kind benefits provided under this Retention Agreement will be made or provided in accordance with Section 409A, including, where applicable, that the right to reimbursement or in-kind benefits will not be subject to liquidation and may not be exchanged for any other benefit, the amount of expenses eligible for reimbursement (or in-kind benefits paid) in one year will not affect amounts reimbursable or provided as in-kind benefits in any subsequent year, and all expense reimbursements that are taxable income to you will in no event be paid later than the end of the calendar year next following the year in which you incur the expense. Notwithstanding any other provision of this Retention Agreement to the contrary, if you are considered a "specified employee" for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of termination), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to you under this Retention Agreement during the six-month period following your separation from service (as determined in accordance with Section 409A) on account of your separation from service will be accumulated and paid to you on the first business day of the seventh month following your separation from service (the "Delayed Payment Date"). If you die during the postponement period, the amounts and entitlements delayed on account of Section 409A will be paid to the personal representative of your estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of your death. View More

Section 409a. The ERSU is intended to comply with the requirements of Section 409A and must be construed consistently with that section. Notwithstanding anything in the Plan or this Grant Agreement to the contrary, if the ERSU Vests in connection with your "separation from service" within the meaning of Section 409A (as determined by the Company), and if (x) you are then a "specified employee" within the meaning of Section 409A at the time of such separation from service (as determined by the Company, by whic...h determination you agree you are bound) and (y) the distribution of ERSU Shares under such accelerated ERSU will result in the imposition of additional tax under Section 409A if distributed to you within the six month period following your separation from service, then the distribution under such accelerated ERSU will not be made until the earlier of Page 6 (i) the date six months and one day following the date of your separation from service or (ii) the 10th day after your date of death. Neither the Company nor you shall have the right to accelerate or defer the delivery of any such ERSU Shares or benefits except to the extent specifically permitted or required by Section 409A. In no event may the Company or you defer the delivery of the ERSU Shares beyond the date specified in the Distribution Date section, unless such deferral complies in all respects with Treasury Regulation Section 1.409A-2(b) related to subsequent changes in the time or form of payment of nonqualified deferred compensation arrangements, or any successor regulation. In any event, the Company makes no representations or warranty and shall have no liability to you or any other person, if any provisions of or distributions under this Grant Agreement are determined to constitute deferred compensation subject to Section 409A but not to satisfy the conditions of that section. View More

Section 409a. (a) It is intended that this Agreement comply in all respects with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the "Applicable Regulations"), and this Agreement shall be interpreted for all purposes in accordance with this intent. (b) Notwithstanding any term or provision of this Agreement (including any term or provision of the Plan inco...rporated in this Agreement by reference), the parties hereto agree that, from time to time, the Company may, without prior notice to or consent of the Grantee, amend this Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in the Grantee's gross income pursuant to the Applicable Regulations of any compensation intended to be deferred hereunder. The Company shall notify the Grantee as soon as reasonably practicable of any such amendment affecting the Grantee. (c) In the event that the PBA Shares issuable or amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Grantee shall be solely liable for the payment of any such taxes, penalties or interest. Although the Company intends to administer the Plan and this Agreement to prevent adverse taxation under the Applicable Regulations, the Company does not represent nor warrant that the Plan or this Agreement complies with any provision of federal, state, local or other tax law. (d) Except as otherwise specifically provided herein, the time for distribution of PBA Shares under this PBA shall not be accelerated or delayed for any reason, unless to the extent necessary to comply with or permitted under the Applicable Regulations. (e) Notwithstanding any term or provision of this Agreement to the contrary, if the Grantee is a specified employee (as defined in Section 409A(a)(2)(B)(i) of the Code) as of the date of his or her termination of employment, then any PBA Shares issuable or amounts payable to the Grantee under this PBA on account of his or her termination of employment (including without limitation any dividend equivalents payable to the Grantee pursuant to Section 6(c) if payable on account of his or her termination of employment) shall be paid to the Grantee upon the later of (i) the date such PBA Shares would otherwise be issuable or such amounts would otherwise be payable to the Grantee under this PBA without regard to this Section 14(e) and (ii) the date which is six months following the date of the Grantee's termination of employment. The preceding sentence shall not apply in the event Grantee's termination of employment is due to his or her death. If the Grantee should terminate employment for a reason other than his or her death but subsequently die during the six-month period described in subclause (ii) of the first sentence above, such six-month period shall be deemed to end on the date of the Grantee's death. View More

Section 409a. The Award is intended to be exempt from, or to the extent subject thereto, comply with Section 409A, and, accordingly, to the maximum extent permitted, the Award shall be interpreted in accordance therewith. Each amount to be paid or benefit to be provided under this Award shall be construed as a separate identified payment for purposes of Section 409A. The Company makes no representation that any or all of the payments described in this Award will be exempt from or comply with Section 409A and ...makes no undertaking 2 to preclude Section 409A from applying to any such payment. Grantee shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A. View More

Section 409a. The payments and benefits under this Agreement are intended to comply with Section 409A of the Code and Treasury Regulations promulgated thereunder ("Section 409A") or an exemption thereunder and shall be construed accordingly. It is the intention of the Parties that payments or benefits payable under this Agreement not be subject to the additional tax or interest imposed pursuant to Section 409A. Each payment to be made under this Agreement shall be a separate payment, and a separately identifi...able and determinable payment, to the fullest extent permitted under Section 409A. Provision of the Retirement Benefits pursuant to this Agreement is intended to be exempt from Section 409A of the Internal Revenue Code by reason of the exemption for "short-term deferrals" found in Treasury Regulation Section 1.409A-1(b)(4) and the terms of this Agreement shall be applied and interpreted to the extent possible in a manner that is consistent with the requirements of the aforementioned regulatory exemption. 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 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 Employee on account of non-compliance with Section 409A. View More