Section 409a Contract Clauses (10,726)

Section 409a. a. To the extent (i) any payment to which the Participant becomes entitled under this Agreement, or any agreement or plan referenced herein, in connection with the Participant's termination of employment with the Company constitutes deferred compensation subject to Section 409A of the Code; (ii) the Participant is deemed at the time of his separation from service to be a "specified employee" under Section 409A of the Code; and (iii) at the time of the Participant's separation from service the... Company is publicly traded (as defined in Section 409A of the Code), then such payment or transfer (other than any payment or transfer permitted by Section 409A of the Code to be paid within six (6) months of the Participant's separation from service) shall not be made until the earlier of (x) the first day of the seventh month following the Participant's separation from service or (y) the date of the Participant's death following such separation from service. During any period that a payment to the Participant is deferred pursuant to the foregoing, the Participant shall be entitled to interest on the deferred payment at a per annum rate equal to Federal-Funds rate as published in The Wall Street Journal on the date of the Participant's termination of employment with the Company. 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 23 (together with, as applicable, accrued interest thereon) shall be paid to the Participant or the Participant's beneficiary in one lump sum. b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a "separation from service" (within the meaning of Section 409A of the Code). c. It is intended that this Agreement comply with the provisions of Section 409A of the Code so as to not subject the Participant to the payment of additional interest and taxes under Section 409A of the Code, and in furtherance of this intent, this Agreement shall be interpreted, operated and administered in a manner consistent with these intentions. View More

Section 409a. The Company intends that the Retention Incentive is not compensation paid under a "nonqualified deferred compensation plan" within the meaning of section 409A of the Internal Revenue Code of 1986, as amended, ("Section 409A") , and this Agreement shall be interpreted, construed and administered in a manner that reflects this intention.

Section 409a. All benefits hereunder are intended to be paid solely on account of a separation pay plan as specified in this Agreement due to your separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended ("Code"), and to be excludible from the requirements of Code Section 409A, either as separation pay amounts or as a short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of... your separation from service) to the maximum possible extent. Any reimbursements or in-kind benefits provided during your employment or under this Agreement shall be made or provided to you as part of said separation pay plan and shall be excludible from the requirements of Section 409A of the Code pursuant to the exception from 409A of the Code for such reimbursement and in-kind benefits that are furnished as part of said separation pay plan, and in all events such reimbursement or benefit and the benefits pursuant to Section 2(a) above shall be paid to you, or on your behalf, no later than March 15 of the calendar year following the calendar year of your separation from service. Furthermore, nothing herein shall be construed as a guarantee of any particular tax treatment to you. 2 8. Non-Admission and No Wrongdoing. Nothing contained in this Agreement shall be deemed to constitute an admission or evidence of any wrongdoing or liability on the part of you or the Company and Releasees, nor of any violation of any federal, state or municipal statute, regulation or principle of common law or equity. The Company and Releasees expressly deny any wrongdoing of any kind in regard to your employment or your termination. Further, by signing this Agreement you acknowledge that this Agreement is being entered into voluntarily and solely for the purpose of amicably resolving all matters concerning the termination of your employment. View More

Section 409a. The provisions of this Agreement are intended either (i) to be exempt from Section 409A of the Code under the short-term deferral exception, the separation pay exception, or such other exceptions that may be available under Section 409A of the Code and applicable authority or guidance promulgated thereunder or (ii) to comply with Section 409A of the Code, and shall be administered in a manner consistent with such intent. Notwithstanding any provision to the contrary, to the extent Employee is... considered a specified employee under Section 409A of the Code and would be entitled during the six (6) month period beginning on his date of termination to a payment that is not otherwise excluded under Section 409A of the Code, such payment will not be Mattersight® Confidential and Restricted © 2014 Mattersight Corporation 10 made to Employee until the earlier of the six (6) month anniversary of his date of termination or his death. For purposes of Section 409A, each payment under this Agreement (including, but not limited to, those in Section 2(b)) shall be considered a separate payment. 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. 7 EX-10.17 20 d593074dex1017.htm EX-10.17 EX-10.17 Exhibit 10.17 Award No. AMEDICA CORPORATION Restricted Stock Award under... the Company's 2012 Equity Incentive Plan 1. Name and Address of Participant: [NAME] [STREET] [CITY, STATE ZIP] 2. Date of Award: [AWARD DATE] 3. Type of Grant: Restricted Stock Unit 4. Number of RSUs: [NUMBER OF SHARES] 4. Expiration Date: [EXPIRATION DATE] (Calculate 3 years from date of award) Amedica Corporation, a Delaware corporation (the "Company") hereby grants to the above named Participant the aggregate number of RSUs shown above (the "Restricted Stock Award") which represents a contingent entitlement of the Participant to receive shares of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the 2012 Employee, Director and Consultant Equity Incentive Plan (the "Plan"), which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. The Company and the Participant hereby acknowledge receipt of this Grant and agree to the terms of the Restricted Stock Unit Agreement attached hereto and incorporated by reference herein, the Plan and the terms of this Restricted Stock Award as set forth above. AMEDICA CORPORATION By: Name: Kevin Ontiveros Title: Chief Legal Officer PARTICIPANT: [NAME] RESTRICTED STOCK UNIT AGREEMENT AMEDICA CORPORATION NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Grant of Award. The Company hereby grants to the Participant an aggregate of RSUs (the "Award") which represents a contingent entitlement of the Participant to receive shares of Common Stock, on the terms and conditions and subject to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 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 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. 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. 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. 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