Section 409a Contract Clauses (10,669)

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... this 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. 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... 14, 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. 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... Treasury 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. This Option is intended to be excepted from coverage under Section 409A and shall be administered, interpreted and construed accordingly. The Company may, in its sole discretion and without the Optionee's consent, modify or amend the terms of this Grant Agreement, impose conditions on the timing and effectiveness of the exercise of the Option by Optionee, or take any other action it deems necessary or advisable, to cause the Option to be excepted from Section 409A (or to comply therewith to the... extent the Company determines it is not excepted). View More

Section 409a. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.

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. 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. 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 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. 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.