Section 409a Contract Clauses (6,052)

Grouped Into 211 Collections of Similar Clauses From Business Contracts

This page contains Section 409a clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Section 409a. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance... issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan or the applicable Award Agreement to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. View More
Section 409a. To the extent that the Administrator determines that any Award granted or awarded under the Plan is subject to Section 409A of the Code, the program pursuant to which such Award is granted and the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and any the Award Agreements Agreement evidencing such Award shall be interpreted in accordance with Section 409A of the Code and the Department of T...reasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. thereunder. Notwithstanding any provision of the Plan or the applicable Award Agreement to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury regulations and other interpretive guidance (including such Department of Treasury guidance as may be issued after the Effective Date), thereunder, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury regulations and other interpretive guidance thereunder and thereby avoid the application of any penalty taxes under such Section. View More
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Section 409a. Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments under this Agreement be exempt from, or comply with, Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance with the foregoing. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Code Section 409A or... any damages for failing to comply with Code Section 409A. The Units are intended to be subject to the terms and conditions of the Plan with respect to Code Section 409A. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the Company's sole discretion. View More
Section 409a. Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments under this Agreement be exempt from, or comply with, with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance with the foregoing. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Participant as a result of Code Section 40...9A or any damages for failing to comply with Code Section 409A. The Units All amounts payable hereunder intend to satisfy the short-term deferral exception in Treas. Reg. §1.409A-1(b)(4) and are intended to be therefore not subject to the terms and conditions of the Plan with respect to Code Section 409A. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the Company's sole discretion. View More
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Section 409a. In the event that it is reasonably determined by Employer or Executive that, as a result of Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, Employer will make such payment (with interest thereon) on ...the first day that would not result in Executive incurring any tax liability under Section 409A. In addition, other provisions of this Agreement or any other plan notwithstanding, Employer shall have no right to accelerate any such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed by Section 409A. 14 30. Six Month Delay. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive's Termination of Employment with Employer constitute deferred compensation subject to Section 409A; (ii) Executive is deemed at the time of his Termination of Employment to be a "specified employee" under Section 409A; and (iii) at the time of Executive's Termination of Employment, Employer is publicly traded (as defined in Section 409A), then such payments (other than any payments permitted by Section 409A to be paid within six (6) months of Executive's Termination of Employment) shall not be made until the earlier of (x) the first day of the seventh (7th) month following Executive's Termination of Employment or (y) the date of Executive's death following such Termination of Employment. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive's Termination of Employment with Employer. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 30 (together with accrued interest thereon) shall be paid to Executive or Executive ‘s beneficiary in one lump sum. EXECUTIVE /s/ WILLIAM FURR Name: William Furr HILLTOP HOLDINGS INC. By: /s/ JEREMY B. FORD Name: Jeremy B. Ford Its: President & Chief Executive Officer 15 EX-10.1 2 a16-18061_1ex10d1.htm EX-10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is dated as of September 1, 2016 (the "Effective Date"), and is entered into by and between William Furr ("Executive") and Hilltop Holdings Inc., a Maryland corporation (the "Company"), on behalf of itself and all of its subsidiaries (collectively "Employer"). As an inducement to render services to Employer, Executive and Employer agree as follows: 1. Employment. Upon the terms and subject to the conditions contained in this Agreement, Executive agrees to provide full-time services for Employer during the term of this Agreement. Executive agrees to devote his best efforts to the business of Employer, and shall perform his duties in a diligent, trustworthy and business-like manner, all for the purpose of advancing the business of Employer. View More
Section 409a. In the event that it is reasonably determined by Employer or Executive that, as a result of Section 409A, any of the payments that Executive is entitled to under the terms of this Agreement or any nonqualified deferred compensation plan (as defined under Section 409A) may not be made at the time contemplated by the terms hereof or thereof, as the case may be, without causing Executive to be subject to an income tax penalty and interest, Employer will make such payment (with interest thereon) on ...the first day that would not result in Executive incurring any tax liability under Section 409A. In addition, other provisions of this Agreement or any other plan notwithstanding, Employer shall have no right to accelerate any such payment or to make any such payment as the result of an event if such payment would, as a result, be subject to the tax imposed by Section 409A. 14 13 30. Six Month Delay. To the extent (i) any payments to which Executive becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with Executive's Termination of Employment with Employer constitute deferred compensation subject to Section 409A; (ii) Executive is deemed at the time of his Termination of Employment to be a "specified employee" under Section 409A; and (iii) at the time of Executive's Termination of Employment, Employer is publicly traded (as defined in Section 409A), then such payments (other than any payments permitted by Section 409A to be paid within six (6) months of Executive's Termination of Employment) shall not be made until the earlier of (x) the first day of the seventh (7th) month following Executive's Termination of Employment or (y) the date of Executive's death following such Termination of Employment. During any period that payment or payments to Executive are deferred pursuant to the foregoing, Executive shall be entitled to interest on the deferred payment or payments at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of Executive's Termination of Employment with Employer. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this Section 30 (together with accrued interest thereon) shall be paid to Executive or Executive ‘s Executive's beneficiary in one lump sum. EXECUTIVE /s/ WILLIAM FURR James R. Huffines Name: William Furr James R. Huffines Date: 12/5/14 HILLTOP HOLDINGS INC. By: /s/ JEREMY B. FORD Name: Jeremy B. Ford Corey G. Prestidge Its: President EVP & Chief Executive Officer 15 General Counsel Date: 12/8/14 14 EX-10.1 2 a16-18061_1ex10d1.htm a14-25841_1ex10d1.htm EX-10.1 EXHIBIT Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is dated as of September 1, 2016 December 4, 2014 (the "Effective Date"), Date") and is entered into by and between William Furr James R. Huffines ("Executive") and Hilltop Holdings Inc., a Maryland corporation (the "Company"), on behalf of itself and all of its subsidiaries (collectively "Employer"). As an inducement to continuing to render services to Employer, Executive and Employer agree as follows: 1. Employment. Upon the terms and subject to the conditions contained in this Agreement, Executive agrees to provide full-time services for Employer during the term of this Agreement. Executive agrees to devote his best efforts to the business of Employer, and shall perform his duties in a diligent, trustworthy and business-like manner, all for the purpose of advancing the business of Employer. View More
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Section 409a. The intent of the Parties is that any payments due under this Agreement are exempt from or comply with Section 409A of the Code and the regulations and 10 other guidance promulgated thereunder (collectively, "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistently with such intent. The Company and Consultant shall take commercially reasonable efforts to reform or amend any provision hereof to the extent it is reasonably determined that s...uch provision would or could reasonably be expected to cause Consultant to incur any additional tax or interest under Section 409A to try to comply with the requirements of Section 409A through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with such requirements; provided, that any such modification shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Company and Consultant of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing provisions of this Section 18, Consultant is responsible for any and all taxes (including any taxes imposed under Section 409A) associated with any payments under this Agreement. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment. View More
Section 409a. The intent of the Parties is that any payments due under this Agreement are exempt from or comply with Section 409A of the Code and the regulations and 10 other guidance promulgated thereunder (collectively, "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistently with such intent. The Company and Consultant shall take commercially reasonable efforts to reform or amend any provision hereof to the extent it is reasonably determined that s...uch provision would or could reasonably be expected to cause Consultant to incur any additional tax or interest under Section 409A to try to comply with the requirements of Section 409A through good faith modifications, in any case, to the minimum extent reasonably appropriate to conform with such requirements; provided, that any such modification shall not increase the cost or liability to the Company. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Company and Consultant of the applicable provision without violating the provisions of Section 409A. Notwithstanding the foregoing provisions of this Section 18, 19, Consultant is responsible for any and all taxes (including any taxes imposed under Section 409A) associated with any payments under this Agreement. For purposes of Section 409A, each payment or amount due under this Agreement shall be considered a separate payment. All taxable reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with Section 409A including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses available for reimbursement, or the in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any other provision of this Agreement, if (a) any payment pursuant to this Agreement is conditioned upon the execution and delivery by Consultant of a release of claims, and if (b) the period beginning with the earliest date the release could be delivered to the Company by Consultant and ending with the latest date the release could become irrevocable after execution and delivery by Consultant begins in one calendar year and ends in a later calendar year, then such payment shall be made no earlier than the first business day of such later calendar year. View More
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Section 409a. Anything in this Agreement to the contrary notwithstanding, if any payment(s) or benefit(s) under this Agreement would be subject to the provisions of Section 409A of the Internal Revenue Code of 1986 (the "Code") at the time they become payable or benefits due you, to the extent required to comply with Section 409A of the Code any such payments or benefits will be delayed for six (6) months or such other earliest day on which such payments could be made or benefits provided in compliance with S...ection 409A of the Code and the regulations thereunder (at which point all payments so delayed will be provided or reimbursed to you in one lump sum, without interest, within two and one-half months after the date they then become so payable or due to you). View More
Section 409a. Anything in this Agreement to the contrary notwithstanding, if any payment(s) or benefit(s) under this Agreement would be subject to the provisions of Section 409A of the Internal Revenue Code of 1986 (the "Code") at the time they become 4 payable or benefits due you, to the extent required to comply with Section 409A of the Code any such payments or benefits will be delayed for six (6) months or such other earliest day on which such payments could be made or benefits provided in compliance with... Section 409A of the Code and the regulations thereunder (at which point all payments so delayed will be provided or reimbursed to you in one lump sum, without interest, within two and one-half one half months after the date they then become so payable or due to you). View More
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Section 409a. This Agreement is intended to comply with Internal Revenue Code ("Code") § 409A or an exemption. Severance benefits under this Agreement are intended to be exempt from Code § 409A under the "separation pay exception" to the maximum extent possible. Any payments that qualify for the "short-term deferral" exception or another exception under Code § 409A will be paid under the applicable exception. Payments may only be made under this Agreement upon an event and in a manner permitted by Code § 409A... to the extent applicable, including the requirement, if applicable, that payments upon Separation from Service be delayed for six months if the Employee is considered a "key employee" of a public company for purposes of Code § 409A. Payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Code § 409A. For purposes of Code § 409A, the right to a series of installment payments under this Agreement will be treated as a right to a series of separate payments. In no event may the Employee, directly or indirectly, designate the calendar year of a payment. View More
Section 409a. (a) This Agreement is intended to comply with Section 409A of the Internal Revenue Code ("Code") § 409A of 1986, as amended (the "Code") and its corresponding regulations, or an exemption. Severance benefits under this Agreement are intended to be exempt from Code § 409A under the "separation pay exception" to the maximum extent possible. Any exemption, and payments that qualify for the "short-term deferral" exception or another exception under Code § 409A will be paid under the applicable excep...tion. Payments may only be made under this Agreement upon an event and in a manner permitted by Code § 409A of the Code, to the extent applicable. Severance benefits under the Agreement are intended to be exempt from Code § 409A under the "short-term deferral" exception, to the maximum extent applicable, including and then under the requirement, "separation pay" exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if applicable, that payments upon Separation from Service be delayed for six months required by Code § 409A, if the Employee Executive is considered a "key "specified employee" of a public company for purposes of Code § 409A. Payments 409A and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from service pursuant to Code § 409A, payment of such amounts shall be delayed as required by Code § 409A, and the accumulated amounts shall be paid in a lump-sum payment within ten days after the end of the six-month period. If the Executive dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Code § 409A shall be paid to the personal representative of the Executive's estate within 60 days after the date of the Executive's death. (b) All payments to be made upon a termination of employment under this Agreement may only be made upon a "separation from service" under Code § 409A. For purposes of Code § 409A, each payment hereunder shall be treated as a separate payment and the right to a series of installment payments under this Agreement will shall be treated as a right to a series of separate payments. In no event may the Employee, Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive's execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Code § 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. (c) All reimbursements and in-kind benefits provided under the Agreement shall be made or provided in accordance with the requirements of Code § 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in this Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. View More
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Section 409a. (a)Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or Award will be reformed to avoid imposition of the additional tax, including that any Award subject to 409A held by a specified employee that is settled upon termination of employment (for reasons other than death) shall be delayed in payment until the expiration of six months, and no action taken to... comply with Section 409A shall be deemed to adversely affect the Participant's rights to an Award. Awards made under this Plan are intended to comply with or be exempt from Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Section 409A. (b)Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a "substantial risk of forfeiture" within the meaning of Section 409A. If the Committee determines that a Restricted Stock Unit Award or Cash Award is intended to be subject to Section 409A, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Section 409A. (c)If the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation Section 1.409A‐1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant's separation from service, (2) the date of the Participant's death, or (3) such earlier date as complies with the requirements of Section 409A. View More
Section 409a. (a)Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A, that Plan provision or Award will be reformed to avoid imposition of the additional tax, including that any Award subject to 409A held by a specified employee that is settled upon termination of employment (for reasons other than death) shall be delayed in payment until the expiration of six months, and no action taken to... comply with Section 409A shall be deemed to adversely affect the Participant's rights to an Award. (a) Awards made under this Plan are intended to comply with or be exempt from Section 409A, 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Section 409A. (b)Unless 409A of the Code. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A of the Code, that Plan provision or Award shall be reformed, to the extent permissible under Section 409A of the Code, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant's rights to an Award. (b) Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award (including a Restricted Stock Unit that is a Performance Award) or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a "substantial risk of 16 forfeiture" within the meaning of Section 409A. 409A of the Code. If the Committee determines that a Restricted Stock Unit Award (including a Restricted Stock Unit that is a Performance Award) or Cash Award is intended to be subject to Section 409A, 409A of the Code, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Section 409A. (c)If 409A of the Code. (c) If the Participant is identified by the Company as a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a "separation from service" (other than due to death) within the meaning of Treasury Regulation Section 1.409A‐1(h), § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Section 409A of the Code shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant's separation from service, (2) the date of the Participant's death, or (3) such earlier date as complies with the requirements of Section 409A. 409A of the Code. 17 EX-10.1 3 a14-13645_1ex10d1.htm EX-10.1 Exhibit 10.1 CABOT OIL & GAS CORPORATION 2014 INCENTIVE PLAN (As Established Effective as of May 1, 2014) 1. Objectives. The Cabot Oil & Gas Corporation 2014 Incentive Plan (the "Plan") is designed to attract and retain nonemployee directors, employees and consultants and reward them for making contributions to the success of Cabot Oil & Gas Corporation and its Subsidiaries (as hereinafter defined). These objectives are to be accomplished by making awards under the Plan and thereby providing Participants (as hereinafter defined) with a proprietary interest in the growth and performance of the Company. View More
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Section 409a. a. It is the parties' intention that the payments and benefits to which Newman is entitled to under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). This Agreement shall be construed and administered in a manner consistent with that intent. For purposes of this Agreement, with respect to any item of deferred compensation that is covered by, and not otherwise exempt from, Code Section 409A, if any, references to resignation o...r termination of employment or like terms shall mean "separation from service", as defined in Code Section 409A, and the date of such separation from service shall be the Resignation Date for purposes of any such payment or benefits. To the extent applicable, each and every payment made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Code Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a 6 manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral or otherwise shall be excluded from Code Section 409A to the maximum extent possible. In no event may Newman, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes nonqualified deferred compensation within the meaning of Code Section 409A. b. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall Company have any liability to Newman or any other person if any provisions of this Agreement are determined to constitute or provide nonqualified deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A. View More
Section 409a. a. It is the parties' parties intention that the payments and benefits to which Newman Employee is entitled to under this Agreement be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). This Agreement shall be construed and administered in a manner consistent with that intent. For purposes of this Agreement, with respect to any item of deferred compensation that is covered by, and not otherwise exempt from, Code Section 409A, if any, references... to resignation or termination of employment or like terms shall mean "separation from service", as defined in Code Section 409A, and the date of such separation from service shall be the Resignation Date date of termination for purposes of any such payment or benefits. To the extent applicable, each and every payment made pursuant to this Agreement shall be treated as a separate payment and not as one of a series of payments treated as a single payment for purposes of Code Section 409A. Notwithstanding any other provision of this 5 Agreement, payments provided under this Agreement may only be made upon an event and in a 6 manner that complies with Code Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Code Section 409A as separation pay due to an involuntary separation from service, as a short-term deferral or otherwise shall be excluded from Code Section 409A to the maximum extent possible. In no event may Newman, Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes nonqualified deferred compensation within the meaning of Code Section 409A. b. Notwithstanding the foregoing, Company Kewaunee makes no representations that the payments and benefits provided under this Agreement comply with Code Section 409A and in no event shall Company Kewaunee have any liability to Newman Employee or any other person if any provisions of this Agreement are determined to constitute or provide nonqualified deferred compensation subject to Code Section 409A but do not satisfy an exemption from, or the conditions of, Code Section 409A. View More
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Section 409a. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code partially as an involuntary separation pay plan as that term is understood under Treasury Regulation § 1.409A-1(b)(9) and partially as providing for short-term deferrals as that term is understood under Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted and operated consistently with those intentions. To the extent Section 409A is found to be applicable to this Agreement, this Agreement is to be int...erpreted to comply with Section -14- 409A and shall be interpreted and operated consistently with those intentions, including but not limited to, any applicable six-month delay in payment if Executive is a specified employee of the Corporation. View More
Section 409a. This Payments under this Agreement is are intended to be comply with Section 409A of the Internal Revenue Code to the extent payments under this Agreement are not otherwise exempt from Section 409A of the Internal Revenue Code partially as an involuntary separation pay plan as (as that term is understood under Treasury Regulation § 1.409A-1(b)(9) and partially 1.409A-1(b)(9)) or as providing for short-term deferrals as (as that term is understood under Treasury Regulation § 1.409A-1(b)(4) 1.409A...-1(b)(4)) and shall be interpreted and operated consistently with those intentions. To the extent Section 409A is found to be applicable to this Agreement, this Agreement is to be interpreted to comply with Section -14- 409A and shall be interpreted and operated consistently with those intentions, including but not limited to, any applicable six-month delay in payment if Executive is a specified employee of the Corporation. Each payment that the Executive may receive under this Agreement shall be treated as a "separate payment" for purposes of Section 409A of the Code, to the extent applicable. View More
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Section 409a. 13.1 Notwithstanding any other provision to the contrary, the parties agree that amounts payable under the Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder ("Section 409A") consistent with the intentions set forth in this Section 13. 13.2 Salary continuation payments that may become payable under either Section 6.1 or Section 6.2 are intended to be exemp...t from Section 409A to the maximum extent permitted under (a) the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations (to the extent of such payments made from the Termination Date, as the case may be, through March 14th of the calendar year following such separation) and (b) the "separation pay due to involuntary separation from service" rule set forth in Section l.409A—1(b)(9)(iii) of the Treasury Regulations (to the extent that such payments made after said March 14th). For purposes of the Agreement, each payable and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 13.3 Continued Company-paid COBRA benefits described in Section 6.1 and 6.2 are intended to be exempt from Section 409A under either the welfare benefits exception set forth in Section 1.409A-1(a)(5) of the Treasury Regulations (if COBRA premium payments are not taxable to the Employee) or the limited payments exception set forth in Section 1.409A-1(b)(9)(v)(D) of the Treasury Regulations (if COBRA premium payments are taxable to the Employee). 10 13.4 All expenses or other reimbursements as provided under the Agreement shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee. No reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 13.5 If the Employee is considered by the Company to be a "specified employee" (within the meaning of Section 409A) upon separation from service and any payment or the provision of any benefit under the Agreement or otherwise that is payable upon separation from service is determined to be nonqualified deferred compensation subject to Section 409A after giving full effect to the intentions set forth in this Section 13, then any such payment or benefit shall not commence until the earlier of (i) the first payroll period commencing during the seventh month immediately following the date of such separation from service, and (ii) the date of Employee's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed hereunder (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 13.6 All payments and benefits that are payable upon the termination of the Employee's employment hereunder shall be paid or provided only upon the Employee's "separation from service" from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Section 1.409A-1(h)(1) of the Treasury Regulations. View More
Section 409a. 13.1 (a) Notwithstanding any other provision to the contrary, the parties agree that amounts payable under the Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and (collectively with the final Treasury regulations and any guidance promulgated thereunder ("Section 409A") thereunder, "Section 409A"), consistent with the intentions set forth in this Section 13. 13.2 Salary continuation payments 18. (b) The amounts that ma...y become payable under either Section 6.1 5(d)(i) or Section 6.2 5(e)(i) are intended to be exempt from Section 409A to the maximum extent permitted under (a) Section 409A, including under (i) the "short-term "short term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations regulations (to the extent of such payments made from the Termination Date, as effective date of the case may be, termination of the Term and the Employee's employment hereunder through March 14th of the calendar year following such separation) and (b) (ii) the "separation pay due to involuntary separation from service" rule set forth in Section l.409A—1(b)(9)(iii) l.409A-1(b)(9)(iii) of the Treasury Regulations regulations (to the extent that such payments made after said March 14th). For purposes of the Agreement, each payable payment and benefit payable hereunder is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 13.3 Continued Company-paid regulations. 17 (c) The continued employer-paid COBRA benefits described in Section 6.1 Sections 5(d)(ii) and 6.2 5(e)(ii) are intended to be exempt from Section 409A under either the welfare benefits exception set forth in Section 1.409A-1(a)(5) 1.409A- 1(a) (5) of the Treasury Regulations regulations (if COBRA premium payments are not taxable to the Employee) or the limited payments exception set forth in Section 1.409A-1(b)(9)(v)(D) of the Treasury Regulations regulations (if COBRA premium payments are taxable to the Employee). 10 13.4 (d) All expenses or other reimbursements as provided under the described in this Agreement shall be payable in accordance with the Company's policies in effect from time to time, but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Employee. No reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. 13.5 All payments and benefits that are payable upon a termination of the Term and the Employee's employment hereunder (including Sections 5(d) and 5(e)) shall be paid or provided only upon the Employee's separation from service from the Company. If the Employee is considered by the Company to be a "specified employee" (within the meaning of Section 409A) upon separation a "separation from service service" from the Company (within the meaning of Section 409A) and any payment or the provision of any benefit under the Agreement or otherwise that is payable upon a separation from service from the Company is determined to be nonqualified deferred compensation subject to Section 409A 409A, after giving full effect to the intentions set forth in this Section 13, 18, then any such payment or benefit shall not commence until the earlier of (i) the first payroll period commencing during the seventh month immediately following the date of such separation from service, service from the Company, and (ii) the date of the Employee's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed hereunder (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Employee in a lump sum, and any remaining payments and benefits due under the Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 13.6 All payments and benefits that are payable upon the termination of the Employee's employment hereunder shall be paid or provided only upon the Employee's "separation from service" from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Section 1.409A-1(h)(1) of the Treasury Regulations. View More
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