Section 409a Contract Clauses (10,671)

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... good 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. It is intended that the Performance Stock Units granted under this Agreement avoid application of, or, if the Participant is or will become eligible for Retirement prior to the last day of the Performance Period, comply in all respects with the requirements of, Sections 409A(a)(2) through (4) of the Code and the applicable U.S. Treasury Regulations and other generally applicable guidance issued thereunder (collectively, the "Applicable Regulations"), and this Performance Stock Unit Agreement... shall be interpreted for all purposes in accordance with this intent. In the event that the amounts payable under this Agreement are subject to any taxes, penalties or interest under the Applicable Regulations, the Participant shall be solely liable for the payment of any such taxes, penalties or interest. View More

Section 409a. (a) In General. Section 409A of the Code ("Section 409A") imposes payment restrictions on "nonqualified deferred compensation" (i.e., potentially including payments owed to a Participant upon termination of employment). Failure to comply with these restrictions could result in negative tax consequences to a Participant, including immediate taxation, interest and a 20% additional income tax. It is the Company's intent that this Plan be exempt from the application of, or otherwise comply with,... the requirements of Section 409A. Specifically, any taxable benefits or payments provided under this Plan are intended to qualify for the "short-term 13 deferral" exception to Section 409A to the maximum extent possible, and to the extent they do not so qualify, are intended to qualify for the involuntary separation pay exceptions to Section 409A, to the maximum extent possible. Each installment of any taxable benefits or payments provided under this Plan is intended to be treated as a separate payment for purposes of Section 409A. To the extent that Section 409A is applicable to any taxable benefit or payment, and if a Participant is a "specified employee" as determined by the Company in accordance with Section 409A, then notwithstanding any provision in this Plan to the contrary and to the extent required to comply with Section 409A, all such amounts that would otherwise be paid or provided to such Participant during the first six months following the Date of Termination shall instead be accumulated through and paid or provided (without interest) on the first business day following the six-month anniversary of the Date of Termination. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A: (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and (iii) such payments shall be made on or before the last day of the Participant's taxable year following the taxable year in which the expense occurred, or such earlier date as required hereunder. If the period during which the Participant's Release must become effective and irrevocable in accordance with its terms spans two calendar years, then, to the extent required to comply with Section 409A of the Code, any payment to be made under this Section 4 that is conditioned upon the effectiveness and irrevocability of the Release will commence on the first payroll date that occurs in the second calendar year and after the Release has become effective and irrevocable in accordance with its terms. (b) Separation from Service. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Plan providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Section 409A and the Participant is no longer providing services (at a level that would preclude the occurrence of a "separation from service" within the meaning of Section 409A) to the Company as an employee or consultant, and for purposes of any such provision of this Plan, references to a "termination," "termination of employment" or like terms shall mean "separation from service" within the meaning of Section 409A. [END OF DOCUMENT] 14 EX-10.1 2 ash-20210803ex10_1.htm EX-10.1 EX-10.1 Exhibit 10.1 ASHLAND GLOBAL HOLDINGS INC.SENIOR LEADERSHIP SEVERANCE PLAN(Effective as of August 3, 2021) 1. Establishment; Purpose. (a) Establishment. Ashland Global Holdings Inc. (collectively referred to herein, together with its majority-owned subsidiaries, as the "Company") hereby establishes the Ashland Global Holdings Inc. Senior Leadership Severance Plan (the "Plan"), as set forth in this document, effective as of August 3, 2021 (the "Effective Date"). The Plan supersedes and replaces the Ashland Severance Pay Plan and the Ashland Salary Continuation Plan with respect to all Participants, effective as of the Effective Date. (b) Purpose. The Plan is designed to provide for financial protection to certain key executives of the Company in the event of unexpected job loss (whether before or in connection with a Change in Control), in order to encourage the continued attention of Participants who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of management. View More

Section 409a. The Parties intend that all payments made under this Agreement are either exempt from, or compliant with, the requirements of Internal Revenue Code, Section 409A so that none of the payments or benefits will be subject to the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to be so exempt or to comply. In no event will the Company defend, reimburse or indemnify Louie for any taxes or other penalties that may be imposed on him as a result of... Section 409A. 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... payments 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