Section 409a Contract Clauses (6,052)

Section 409a. This Award is intended to either be exempt from or comply with the requirements of Section 409A so that no taxes under Section 409A are triggered, and shall be interpreted and administered in accordance with that intent (e.g., the definition of "termination of employment" (or similar term used herein) shall have the meaning ascribed to "separation from service" under Section 409A). If any provision of these Terms and Conditions would otherwise conflict with or frustrate this intent, the provisio...n shall not apply. Notwithstanding any provision in this Award Agreement to the contrary and solely to the extent required by Section 409A, if the Employee is a "specified employee" within the meaning of Code Section 409A and if delivery of shares is being made in connection with the Employee's -14- separation from service other than by reason of the Employee's death, delivery of the shares shall be delayed until six months and one day after the Employee's separation from service with the Company (or, if earlier than the end of the six-month period, the date of the Employee's death). The Company shall not be responsible or liable for the consequences of any failure of the Award to avoid taxation under Section 409A. -15- EX-10.3 4 d82379dex103.htm EXHIBIT 10.3 Exhibit 10.3 Exhibit 10.3 Form of RSU Award Agreement for US Executive Officers AWARD AGREEMENT STOCK UNITS The Executive Compensation Committee of the Gannett Co., Inc. Board of Directors has approved an award of Restricted Stock Units (referred to herein as "Stock Units") to you under the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan, as set forth below. This Award Agreement and the enclosed Terms and Conditions effective as of January 1, 2016, constitute the formal agreement governing this award. Please sign both copies of this Award Agreement to evidence your agreement with the terms hereof. Keep one copy and return the other to the undersigned. Please keep the enclosed Terms and Conditions for future reference. Employee: Location: Grant Date: / / Stock Unit Commencement Date: / / Stock Unit Expiration Date: 12/31/ Stock Unit Vesting Schedule: 25% of the Stock Units shall vest on 12/31/ * 25% of the Stock Units shall vest on 12/31/ * 25% of the Stock Units shall vest on 12/31/ * 25% of the Stock Units shall vest on 12/31/ * Payment Date: 25% of the Stock Units shall be paid on 1/2/ * 25% of the Stock Units shall be paid on 1/2/ * 25% of the Stock Units shall be paid on 1/2/ * 25% of the Stock Units shall be paid on 1/2/ * * Provided the Employee is continuously employed until such dates and has not terminated employment on or before such dates. Such dates are hereinafter referred to as the "Vesting Date" or "Payment Date" for the Stock Units that vest or are paid on such dates. Number of Stock Units: Gannett Co., Inc. By: Employee's Signature David Harmon Chief People Officer STOCK UNITS TERMS AND CONDITIONS Under the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan These Terms and Conditions, dated January 1, 2016, govern the grant of Restricted Stock Units (referred to herein as "Stock Units") to the employee (the "Employee") designated in the Award Agreement dated coincident with these Terms and Conditions. The Stock Units are granted under, and are subject to, the Gannett Co., Inc. (the "Company") 2015 Omnibus Incentive Compensation Plan (the "Plan"). Terms used herein that are defined in the Plan shall have the meaning ascribed to them in the Plan. If there is any inconsistency between these Terms and Conditions and the terms of the Plan, the Plan's terms shall supersede and replace the conflicting terms herein. View More

Section 409a. The Options granted hereunder are intended to comply with or be exempt from the requirements of Code Section 409A, and the Agreement shall be interpreted accordingly. In no event, however, shall the Company be liable to the Participant for any tax, penalties or interest that may be due in respect of any the Options as a result of the application of Code Section 409A.

Section 409a. The parties agree that this Agreement shall be interpreted to comply with or be exempt from Code Section 409A, and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(ii).

Section 409a. The Performance-Based Share Unit Grant and these Grant Conditions are intended to comply with Code Section 409A or an exemption, and payments may only be made under these Grant Conditions upon an event and in a manner permitted by Code Section 409A, to the extent applicable. Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if the Grantee is considered a "specified employee" for purposes of Code Section 409A and if any payment under these Grant... Conditions is required to be delayed for a period of six (6) months after separation from service pursuant to Code Section 409A, such payment shall be delayed as required by Code Section 409A, and the accumulated payment amounts shall be paid in a lump sum payment within ten (10) days after the end of the six (6)-month period. If the Grantee dies during the postponement period prior to payment, the amounts withheld on account of Code Section 409A shall be paid to the personal representative of the Grantee's estate within sixty (60) days after the date of the Grantee's death. Notwithstanding anything in these Grant Conditions to the contrary, if the Performance Units are subject to Code Section 409A and if required by Code Section 409A, any payments to be made upon a termination of employment under these Grant Conditions may only be made upon a "separation from service" under Code Section 409A. In no event may the Grantee, directly or indirectly, designate the calendar year of a payment, except in accordance with Code Section 409A. 8 DB1/ 73877079.3 Notwithstanding anything in these Grant Conditions to the contrary, if required by Code Section 409A, if CIC Earned Units are subject to Code Section 409A, and if a Change in Control is not a "change in control event" under Code Section 409A or the payment event does not occur upon or within two years following a "change in control event" under Code Section 409A, any vested CIC Earned Units shall be paid to the Grantee upon the Vesting Date and not on account of an earlier termination of employment. *** 9 DB1/ 73877079.3 Schedule A Performance Goals 1. Performance Goals. The Performance Units shall be earned based on Aqua America's (the Company's) achievement of four Performance Goals, as follows: · 30% of the Target Award shall be earned based on the TSR (as defined below) as compared to the TSR of the companies in the peer group described in Section 3 below. · 30% of the Target Award shall be earned based on the Company's TSR as compared to the TSR of the reference companies in described in Section 4 below. · 20% of the Target Award shall be earned based on maintaining an average ratio of operations and maintenance expenses as a percentage of revenues at Aqua Pennsylvania, as described in Section 5 below. · 20% of the Target Award will be earned based on earning a cumulative total earnings before taxes for the Company's operations other than Aqua Pennsylvania, as described in Section 6 below. View More

Section 409a. To the extent determined necessary or advisable by the Managing Member in his or her sole discretion, Profit Participation Bonus awards hereunder shall be interpreted to the extent possible to comply with the provisions of section 409A of the Code (or avoid application of such Code section), to the extent applicable.

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 23 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... adverse 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 Continuous 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. 24 EX-10.11 5 t1402136_ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 JAMES RIVER GROUP HOLDINGS, LTD. 2014 LONG-TERM INCENTIVE PLAN 1. Establishment and Purpose. James River Group Holdings, Ltd. hereby establishes, effective on the date that the initial public offering of the Company's common shares is consummated and immediately prior thereto, an incentive compensation plan known as the "James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan." The purposes of the Plan are to (a) enable the Company and its Affiliates to attract and retain individuals who will contribute to the Company's long range success; (b) motivate key personnel to produce a superior return to the shareholders of the Company and its Affiliates by offering such individuals an opportunity to realize share appreciation, by facilitating share ownership, and by rewarding them for achieving a high level of corporate performance; and (c) promote the success of the Company's business. View More

Section 409a. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code to the greatest extent possible partially as providing for short-term deferrals under Treasury Regulation § 1.409A-(b)(4) and partially as an involuntary separation pay plan under Treasury Regulation § 1.409A-1(b)(9), 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 wit...h Section 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. The parties made this Agreement effective as of the date first written above. CHOICEONE FINANCIAL SERVICES, INC. By: /s/ Paul L. Johnson /s/ Kelly J. Potes Paul L. Johnson Chairman of the Board of Directors Kelly J. Potes "Corporation" "Executive" -9- EX-10.1 2 ex10-1.htm CHANGE IN CONTROL AGREEMENT ChoiceOne Financial Services, Inc. 10-Q Exhibit 10.1 CHANGE IN CONTROL AGREEMENT THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made by CHOICEONE FINANCIAL SERVICES, INC., a Michigan corporation (the "Corporation"), and KELLY J. POTES, an individual residing in Sparta, Michigan ("Executive") as of this Friday May 13th 2016 (the "Effective Date"). Any reference to the Corporation shall jointly include the Bank and any Affiliate, each as defined below. WHEREAS, the Corporation operates a wholly owned commercial banking subsidiary, ChoiceOne Bank (the "Bank"), which is engaged in the general business of banking; and WHEREAS, the Board of Directors of the Corporation believes that the future services of Executive will be of great value to the Corporation and Bank; and WHEREAS, the Board of Directors of the Corporation has determined that it is in the best interests of the Corporation and its shareholders to secure Executive's continued services and to ensure Executive's continued dedication and objectivity in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change in Control of the Corporation, without concern as to whether Executive might be hindered or distracted by personal uncertainties and risks created by any such possible Change in Control, and to encourage Executive's full attention and dedication to the Corporation and the Bank, the Board of Directors has authorized the Corporation to enter into this Agreement. NOW, THEREFORE, the parties agree as follows. View More

Section 409a. This Agreement shall be construed and interpreted to be exempt from or to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or other guidance promulgated thereunder ("Section 409A"). Neither the Company nor the members of the Committee shall be liable for any determination or action taken or made with respect to this Agreement or the Units granted thereunder.

Section 409a. All provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Internal Revenue Code ("Section 409A"). By way of example, and not limitation, it is the intent of the parties that the Severance Payment be exempt from the application of Section 409A pursuant to the "short-term deferral" rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. Notwithstanding the above, if the Co...mpany determines that the Severance Payment constitutes "nonqualified deferred compensation" within the meaning of Section 409A, payment of such Severance Payment shall not commence until the Employee incurs a "separation from service" within the meaning of Treasury Regulation §1.409A−1(h) ("Separation from Service"). If, at the time of Employee's Separation from Service, the Employee is a "specified employee" (under Section 409A), such Severance Payment shall not be paid until after the earlier of (i) the expiration of the six-month period measured from the date of Employee's Separation from Service with the Company, or (ii) the date of the Employee's death (the "409A Suspension Period"). View More

Section 409a. It is intended that the Stock Unit Grant issued hereunder shall comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Stock Unit Grant is subject thereto, and the Stock Unit Grant shall be interpreted on a basis consistent with such intent. In no event shall the Employee, directly or indirectly, designate the calendar year in which the shares underlying the Stock Unit Grant will be distributed. This Grant Agreement may be amended without th...e consent of the Employee in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code. View More