Section 409a Contract Clauses (6,052)

Section 409a. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payments set forth herein either shall be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any rules and regulations promulgated thereunder (collectively, "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. Notwithstanding anything in this Agreement or elsewhere to the contrary, payments upon termination of the Participant's employment may only be made upon a "separation from service" as determined under Section 409A. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may the Participant, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a "deferral of compensation" within the meaning of Section 409A. Any provision of this Agreement to the contrary notwithstanding, if the Participant is a "specified employee" within the meaning of that term under Section 409A, as determined by the Company, on the Participant's termination date, all amounts due under this Agreement that constitute a "deferral of compensation" within the meaning of Section 409A, that are provided as a result of a "separation from service" within the meaning of Section 409A, and that would otherwise be paid or provided during the first six months following the Participant's termination date, shall be accumulated through and paid or provided on the first business day that follows the date that is six months after the Participant's termination date (or, if Participant dies during such six month period, within 30 days after Participant's death); and any remaining payments and benefits shall be paid or provided in accordance with the normal payment dates specified for such payment. Notwithstanding the foregoing, none of the Company, its Affiliates, officers, directors, employees, or agents guarantees that this Agreement complies with, or is exempt from, the requirements of Section 409A of the Code and none of the foregoing shall have any liability for the failure of this Agreement to comply with, or be exempt from, such requirements. View More

Section 409a. Notwithstanding any other provision of this Agreement to the contrary, this Agreement and the payment(s) hereunder are intended to comply with Section 409A of the Code and the regulations and other guidance published thereunder (collectively, "Section 409A"), and shall at all times be interpreted and administered in accordance with such intent, including with respect to any required delay in settlement for a "specified employee" under Section 409A. In no event will the Company or its Affiliates ...or any of their respective employees, directors, officers, agents, representatives, attorneys, equityholders, principals, partners, members, managers or affiliates have any liability for any failure of this Agreement to satisfy the requirements of, or be exempt from, Section 409A, and such parties do not guarantee that this Agreement complies with, or is exempt from, Section 409A. The Participant acknowledges and agrees that the Participant shall not have any right to designate, directly or indirectly, the time of payment of any amount payable hereunder. View More

Section 409a. Payments under this Award Agreement are intended to be exempt, to the maximum extent possible, from Section 409A of the Code, and, to the extent subject to Section 409A, to comply with Section 409A. The Company is authorized to construe and administer this Award Agreement in accordance with this intent.

Section 409a. (a) The Parties intend that the provisions of this Agreement and of any other Company Arrangement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations thereunder as in effect from time to time (collectively, "Section 409A"). All provisions of this Agreement and of any other Company Arrangement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes and penalties under Section 409A. Notwithstanding anything in th...is Agreement, the Chairman Agreement, or elsewhere to the contrary, Employee shall have no duties after the Termination Date that are inconsistent with Employee having had a "separation from service" as of the Termination Date for purposes of Section 409A. (b) If Employee is a "specified employee" within the meaning of Section 409A, any payment or benefit otherwise due to be paid or provided to Employee within six months following the Termination Date under any arrangement that (A) constitutes a "deferral of compensation" 10 within the meaning of Section 409A of the Code and (B) does not otherwise qualify under the exemptions under Treasury Regulation Section 1.409A-1, shall be delayed and paid or provided on, and in any event within thirty (30) days following, the earlier of (x) the date which is six months after Employee's "separation from service" within the meaning of Section 409A for any reason other than death and (y) the date of Employee's death. (c) Except as specifically permitted by Section 409A, the benefits and reimbursements provided to Employee under any Company Arrangement during any calendar year shall not affect the benefits and reimbursements to be provided to Employee under any Company Arrangement in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, reimbursement payments shall be made to Employee as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) or any successor thereto. (d) For purposes of Section 409A, each installment payment (if any) payable to Employee provided for in the Agreement or any other Company Arrangement shall be deemed to be a "separate payment" within the meaning of Treas. Reg. Section 1.409A-2(b)(iii) or any successor thereto.IN WITNESS WHEREOF, each Party has signed this Severance Agreement and Release on the date shown next to its signature below. FIDELITY NATIONAL INFORMATION SERVICES, INC. By: ________//S//__________ Date: October 28, 2016Its: Chief Administrative Officer 11 FRANK R. MARTIRE ________//S//_____________ Date: October 28, 2016 12 EXHIBIT A AGREEMENT TO SERVE AS CHAIRMAN OF FIS' BOARD OF DIRECTORS In consideration for the mutual promises in this Agreement to Serve as Chairman of FIS' Board of Directors (this "Agreement"), Fidelity National Information Services, Inc. (together with its successors and assigns, "FIS" or "Company"), and Frank R. Martire (the "Chairman" and, together with FIS, the "Parties") agree as follows. View More

Section 409a. It is intended that the terms of this Agreement be exempt from or comply with Section 409A of the Code. If it is determined that the terms of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the Board and the Committee shall take all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without materially impairing the Participant's economic rights hereunder.

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 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 ad...verse 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 service shall 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). 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. 22 EX-10.1 5 d255142dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 ASV HOLDINGS, INC. 2017 EQUITY INCENTIVE PLAN 1. Establishment and Purpose. This Plan is adopted for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers, employees and service providers of Affiliates, and to stimulate their efforts toward the Company's and its Affiliates' continued success, long-term growth and profitability. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, or any Other Award. The Plan also permits the issuance of Awards in a partial or full substitution for certain awards relating to shares of the common stock of Terex Corporation and Manitex International Inc. immediately prior to the IPO. View More

Section 409a. This Restricted Share Award Agreement is not intended to provide for an elective deferral of compensation that would be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company reserves the right to unilaterally amend or modify this Agreement to ensure that the awards do not become subject to the requirements of Section 409A thereof.

Section 409a. The 2014 MIP is intended to satisfy the short-term deferral exception to the application of Code Section 409A. To the extent any provision of the 2014 MIP becomes subject to Code Section 409A and the applicable regulations and guidance issued thereunder, it shall be construed, and payments made hereunder, as the Committee deems necessary to comply with Code Section 409A.

Section 409a. The amounts payable under this Agreement are intended to be compliant with the requirements of Section 409A of the Code and this Agreement should be interpreted accordingly. If required to avoid the imposition of tax under Section 409A of the Code, any distribution under Paragraph 2(b) in connection with the Grantee's "total disability" will be delayed until the date that is six months and one day following the Grantee's separation from service (or, if earlier, the Grantee's death).

Section 409a. 22.3 To the extent necessary to comply with Section 409A, in no event may Executive, directly or indirectly, designate the taxable year of payment. 22.4 Separation from Service. 22.5 Reimbursement of Expenses.