Section 409a Contract Clauses (10,726)

Section 409a. It is the Company's intent that payments under this Agreement shall comply with Section 409A of the Internal Revenue Code ("Section 409A") to the extent applicable, and that the Agreement be administered accordingly. Notwithstanding anything to the contrary contained in this Agreement or any employment agreement you have entered into with the Company, to the extent that any payment or benefit under this Agreement is determined by the Company to constitute "non-qualified deferred compensation"... subject to Section 409A and is payable to you by reason of termination of your employment, then (a) such payment or benefit shall be made or provided to you only upon a "separation from service" as defined for purposes of Section 409A under applicable regulations and (b) if you are a "specified employee" (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of your separation from service (or your earlier death). Each payment under this Agreement shall be treated as a separate payment under Section 409A. View More

Section 409a. Notwithstanding any other provision of this Agreement to the contrary: 9.1 It is the intent of the parties that 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"); provided, that nothing herein shall be construed as a representation, promise or guarantee by the Employer as to the tax treatment of any payment or benefit that... may be paid or provided pursuant to this Agreement. 9.2 If at the time of the Executive's separation from service, the Executive is a "specified employee," as hereinafter defined, any and all amounts payable under Section 5 in connection with such separation from service that constitute deferred compensation subject to Section 409A, as determined by the Employer in its sole discretion, and that would (but for this sentence) be payable within six (6) months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months (or upon death if earlier). For purposes of the preceding sentence, "separation from service" shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term "specified employee" shall mean an individual determined by the Employer to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. 9.3 Each payment made under this Agreement shall be treated as a separate payment and any right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. 9.4 If the Executive is required to execute (and to not revoke) a timely and effective Release as provided for in Exhibit A in exchange for any payments or benefits hereunder, and the period available to execute (and to not revoke) the Release spans the end of a calendar year, any payment contingent on the execution of the Release shall not be made until the second calendar year, as required by the applicable terms of this Agreement and Section 409A. 9.5 Any reimbursement provided for under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect the Executive's right to reimbursement of any such expense in any other calendar year; (ii) reimbursement of the -12- expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit. View More

Section 409a. The Section 409A paragraph of the Severance Policy are incorporated herein by reference.

Section 409a. (a) It is intended that this Grant Agreement either be exempt from or comply with the requirements of Sections 409A of the Code and applicable Treasury Regulations and other generally applicable guidance issued thereunder (collectively, "Section 409A"), and this Grant Agreement shall be interpreted for all purposes in accordance with that intent. (b) Notwithstanding any term or provision of this Grant Agreement (including any term or provision of the Plan incorporated herein by reference), the... parties hereto agree that, from time to time, the Company may, without prior notice to or consent from you, amend this Grant Agreement to the extent determined by the Company, in the exercise of its discretion in good faith, to be necessary or advisable to prevent the inclusion in your gross income pursuant to Section 409A of any compensation payable under this Grant Agreement. The Company shall notify you as soon as reasonably practicable of any such amendment affecting you. (c) In the event that the amounts payable/settled under this Agreement are subject to any taxes, penalties or interest under Section 409A, you shall be solely liable for the payment of any such taxes, penalties or interest. (d) If you are deemed on the date of a "separation from service" to be a "specified employee" (within the meaning of those terms under Section 409A and determined using any identification methodology and procedure selected by the Company from time to time), then with regard to any payment under this Grant Agreement that is "nonqualified deferred compensation" within the meaning of Section 409A and which is paid as a result of your separation from service, such payment or benefit shall not be made or provided prior to the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such separation from service, and (ii) the date of your death (the "Delay Period"). Upon the expiration of the Delay Period, all payments delayed pursuant to this clause (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid to you in a lump sum, and any remaining payments and benefits due under this Grant Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. View More

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... this 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... 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 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