Section 409a Contract Clauses (10,612)

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. 4 15. intent.9 20. Binding Agreement; Assignment. This Agreement and the Certificate shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with... Section 6 9 hereof) any part of this Agreement and the Certificate without the prior express written consent of the Company. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is shares of Restricted Stock are intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. 4 15. 5 19. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance... with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, if the Optionee is a U.S. taxpayer, the Option is intended to be exempt from the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. 4 15. 8 18. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant Optionee shall not assign (except... in accordance with Section 6 7 hereof) any part of this Agreement without the prior express written consent of the Company. View More

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 24 Participant's termination of Continuous Service 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. 25 EX-10.8 6 d593877dex108.htm EX-10.8 EX-10.8 22 EX-10.2 3 d718829dex102.htm EX-10.2 EX-10.2 Exhibit 10.8 SUNEDISON SEMICONDUCTOR LIMITED 10.2 ENDOSTIM, INC. 2014 LONG-TERM STOCK INCENTIVE PLAN 1. Establishment and Purpose. SunEdison Semiconductor Limited hereby establishes, effective May 19, 2014, This Plan is intended to secure for the Company and its stockholders the benefits of the incentive inherent in common stock ownership by the employees and directors of, and consultants to, the Company or an incentive compensation plan known as Affiliate who are largely responsible for the "SunEdison Semiconductor Limited 2014 Long-Term Incentive Plan." future growth and financial success of the Company. 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 stock appreciation, by facilitating stock 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. 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 24 Participant's termination of Continuous Service Termination 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. 25 EX-10.8 22 EX-10.10 6 d593877dex108.htm EX-10.8 EX-10.8 d741130dex1010.htm EX-10.10 EX-10.10 Exhibit 10.8 10.10 SUNEDISON SEMICONDUCTOR LIMITED YIELDCO, INC. 2014 SECOND AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN 1. Establishment and Purpose. Effective April 11, 2014, SunEdison Semiconductor Limited Yieldco, Inc. hereby establishes, effective May 19, 2014, an amends and restates the incentive compensation plan known as the "SunEdison Semiconductor Limited Yieldco, Inc. 2014 Second Amended and Restated 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 stock appreciation, by facilitating stock 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. 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 24 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. 25 EX-10.8 6 d593877dex108.htm EX-10.8 EX-10.8 EX-10.18 5 d833139dex1018.htm EX-10.18 EX-10.18 Exhibit 10.8 10.18 SUNEDISON SEMICONDUCTOR LIMITED 2014 LONG-TERM INCENTIVE PLAN 1. Establishment and Purpose. SunEdison Semiconductor Limited hereby establishes, effective May 19, 2014, an incentive compensation plan known as the "SunEdison Semiconductor Limited 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 stock appreciation, by facilitating stock 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, or to comply with with, Code Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Code Section 409A of the Code. 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement meet an exception from, or comply with with, Code Section 409A of... the Code and in no event shall the Company, the Administrator, or any employee or agent of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Director Participant on account of non-compliance with Code Section 409A of the Code. 4 21. 409A. -4- 20. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. View More

Section 409a. This Agreement is intended to comply with Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code 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 the Director Grantee on account of non-compliance with Section 409A of the Code. 4 21. If you are a "Specified Employee" (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code as of the date of your "separation from service" within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six months thereafter will not be made on the originally scheduled date and will instead be issued in a lump sum on the date that is six months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares is necessary to avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code; provided, however, that if you die prior to the day following the expiration of such six (6) month period, such six (6) month plus one day period shall be replaced by the date of the Company's first regular payroll period following the date of your death.24. No Impact on Other Benefits. The value of the Grantee's PSUs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.25. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. signature.26. Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.27. View More

Section 409a. This Agreement is intended to comply with qualify for the short-term deferral exception under Section 409A of the Code or an exemption thereunder and shall be construed and interpreted in a manner that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A of the Code. In all events, payment in respect of the PSUs shall be made within the short-term deferral period specified under Section 409A of the Code. Notwithstanding the foregoing, the Company... makes no representations that the payments and benefits provided under this Agreement comply with Section 409A of the Code Code, 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 the Director Grantee on account of non-compliance with Section 409A of the Code. 4 Non-Employee Directors 21. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature. View More

Section 409a. It is the intention of the Company that no Award shall be "deferred compensation" subject to Section 409A of the Code, unless and to the extent that the Administrator specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Administrator determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or... Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement, deferral election forms and procedures, and rules established by the Administrator, and shall comply in all respects with Section 409A of the Code. The following rules shall will apply to Awards intended to be subject to Section 409A of the Code ("409A Awards"): (a) If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times in compliance with Code Section 409A. (b) The Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Section 409A. (c) Any distribution of a 409A Award following a separation from service Termination of Employment that would be subject to Code Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as as defined under Code Section 409A(a)(2)(B)(i) of the Code) 409A(a)(2)(B)(i), shall occur no earlier than the expiration of the six-month period following such separation from service. (b) In the case Termination of a 409A Award providing for distribution or settlement upon vesting or lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in the Plan or Award Agreement or other governing document, the distribution or settlement shall be made no later than March 15 of the calendar year following the calendar year in which such 409A Award vested or the risk of forfeiture lapsed. (c) Employment. (d) In the case of any distribution of any other a 409A Award, if the timing of such distribution is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement of the 409A Award is specified to occur. (e) In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture lapsed. (f) Notwithstanding anything herein to the contrary, in no event shall the Company or the Administrator be liable for the payment of, or any gross up payment in connection with, any taxes or penalties owed by the Participant pursuant to Code Section 409A. View More

Section 409a. It is the intention of the Company that no Award shall be "deferred compensation" subject to Section 409A of the Code, 409A, unless and to the extent that the Administrator specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Administrator determines will be subject to Section 409A, including any rules for elective or mandatory deferral of the delivery of cash or Shares... pursuant thereto and any rules regarding treatment of such Awards upon a Sale Event, shall be set forth in the applicable Award Agreement, deferral election forms and procedures, and rules established by the Administrator, and shall comply in all respects with Section 409A. The following rules shall will apply to Awards intended to be subject to Section 409A of the Code ("409A Awards"): 28 (a) If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times in compliance with Code Section 409A, including applicable transition rules thereunder. (b) The Company shall have no authority to accelerate distributions relating to 409A Awards, other than any authority expressly permitted under Section 409A. (c) Any distribution of pursuant to a 409A Award following a separation from service Termination of Employment that would be subject to Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as as defined under Section 409A(a)(2)(B)(i) of the Code) Code, shall occur no earlier than the date immediately following the expiration of the six-month period after such Termination of Employment. For the avoidance of doubt, an intervening distribution following such separation from service. (b) In a Participant's death prior to the case of a 409A Award providing for distribution or settlement upon vesting or lapse of a risk of forfeiture, if the time expiration of such distribution or settlement is period would not otherwise specified in the Plan or Award Agreement or other governing document, the distribution or settlement shall be made no later than March 15 of the calendar year following the calendar year in which such 409A Award vested or the risk of forfeiture lapsed. (c) prohibited under this subsection. (d) In the case of any distribution of any other pursuant to a 409A Award, if the timing of such distribution is not otherwise specified in the Plan or Plan, an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement of the 409A Award is specified to occur. (e) In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in the Plan, an Award Agreement or other governing document, the distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture lapsed. (f) Notwithstanding anything herein to the contrary, in no event shall the Company or the Administrator be liable for the payment of, or any gross up payment in connection with, any taxes, penalties or interest owed by the Participant pursuant to Section 409A of the Code. View More

Section 409a. It is the intention of the Company that no Award shall be "deferred compensation" subject to Section 409A of the Code, unless and to the extent that the Administrator specifically determines otherwise, and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Administrator determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or... Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement, deferral election forms and procedures, and rules established by the Administrator, and shall comply in all respects with Section 409A of the Code. The following rules shall will apply to Awards intended to be subject to Section 409A of the Code ("409A Awards"): 21 (a) If a Participant is permitted to elect to defer an Award or any payment under an Award, such election will be permitted only at times in compliance with Code Section 409A. (b) The Company shall have no authority to accelerate distributions relating to 409A Awards in excess of the authority permitted under Section 409A. (c) Any distribution of a 409A Award following a separation from service Termination of Employment that would be subject to Code Section 409A(a)(2)(A)(i) of the Code as a distribution following a separation from service of a "specified employee" (as as defined under Code Section 409A(a)(2)(B)(i) of the Code) 409A(a)(2)(B)(i), shall occur no earlier than the expiration of the six-month period following such separation from service. (b) In the case Termination of a 409A Award providing for distribution or settlement upon vesting or lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in the Plan or Award Agreement or other governing document, the distribution or settlement shall be made no later than March 15 of the calendar year following the calendar year in which such 409A Award vested or the risk of forfeiture lapsed. (c) Employment. (d) In the case of any distribution of any other a 409A Award, if the timing of such distribution is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution shall be made not later than the end of the calendar year during which the settlement of the 409A Award is specified to occur. (e) In the case of an Award providing for distribution or settlement upon vesting or the lapse of a risk of forfeiture, if the time of such distribution or settlement is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution or settlement shall be made not later than March 15 of the year following the year in which the Award vested or the risk of forfeiture lapsed. (f) Notwithstanding anything herein to the contrary, neither the Company nor the Administrator makes any representation or guarantee that the Plan or its administration shall comply with Code Section 409A, and in no event shall the Company or the Administrator be liable for the payment of, or any gross up payment in connection with, any taxes or penalties owed by the Participant pursuant to Code Section 409A. View More

Section 409a. If any provision of this Agreement (or any award of compensation or benefits provided under this Agreement) would cause Executive to incur any additional tax or interest under Section 409A of the Code, the Company shall reform such provision to comply with 409A and agrees to maintain, to the maximum extent practicable without violating 409A of the Code, the original intent and economic benefit to Executive of the applicable provision; provided that nothing herein shall require the Company to... provide Executive with any gross-up for any tax, interest or penalty incurred by Executive under Section 409A of the Code. Furthermore, notwithstanding anything herein to the contrary, no payment or benefit payable under this Agreement shall be required to be paid or provided in any calendar year if the payment of such payment or benefit would constitute an impermissible acceleration under Section 409A of the Code and the transition guidance thereunder and such payment shall instead be paid as soon as practicable in the next calendar year, without interest. View More

Section 409a. This The Performance Share Unit Award of Performance Stock Units is intended to be exempt from or comply with the applicable requirements of section Section 409A of the Code and shall be administered in accordance with section Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, if the Performance Stock Share Units or the Dividend Equivalents constitute "deferred compensation" under section Section 409A of the Code and the Performance Stock Share Units become... vested and settled upon the Grantee's termination Termination of employment, Employment, payment with respect to the Performance Stock Share Units shall be delayed for a period of six months after the Grantee's termination Termination of employment Employment if the Grantee is a "specified employee" as defined under section Section 409A of the Code (as determined by the Committee), Committee) and if required pursuant to section Section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company and Dividend Equivalents shall be distributed within 30 days of following the date that is the six-month anniversary of the Grantee's termination Termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee's will or under the applicable laws of descent and distribution. Employment (or death, if earlier). Notwithstanding any provision to the contrary herein, 10 payments made with respect to this Performance Share Unit Award of Performance Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a "separation from service" as defined under section Section 409A of the Code. To the extent that any provision of this Agreement would cause a conflict with the requirements of section Section 409A of the Code, or would cause the administration of the this Performance Stock Units Share Unit Award to fail to satisfy the requirements of section Section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment. If the Performance Stock Units constitute "deferred compensation" Any payment that is to be made within a specified time period under section this Agreement may be made at such other date as may be permitted by Section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Performance Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. such payment. View More

Section 409a. This Award award of Performance Restricted Stock Units is intended to be exempt from or comply with the applicable requirements of section 409A of the Code and shall be administered in accordance with section 409A of the Code. Notwithstanding anything in this Agreement these Terms and Conditions to the contrary, if the Performance Restricted Stock Units constitute "deferred compensation" under section 409A of the Code and the Performance Restricted Stock Units become vested and settled upon the... Grantee's termination of employment, payment with respect to the Performance Restricted Stock Units shall be delayed for a period of six months after the Grantee's termination of employment if the Grantee is a "specified employee" as defined under section 409A of the Code (as determined by the Committee), 6 Committee) and if required pursuant to section 409A of the Code. If payment is delayed, the shares of Common Stock of the Company shall be distributed within 30 days of the date that is the six-month anniversary of the Grantee's termination of employment. If the Grantee dies during the six-month delay, the shares shall be distributed in accordance with the Grantee's will or under the applicable laws of descent and distribution. Notwithstanding any provision to the contrary herein, 10 payments made with respect to this Award award of Performance Restricted Stock Units may only be made in a manner and upon an event permitted by section 409A of the Code, and all payments to be made upon a termination of employment hereunder may only be made upon a "separation from service" as defined under section 409A of the Code. To the extent that any provision of this Agreement these Terms and Conditions would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Performance Restricted Stock Units to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed null and void to the extent permitted by applicable law. In no event shall a Grantee, directly or indirectly, designate the calendar year of payment. If the Performance Stock Units constitute "deferred compensation" under section 409A of the Code and payment is subject to the execution of a release of claims in favor of the Company and its Affiliates, and if payment with respect to the Performance Stock Units that is subject to the execution of the release could be made in more than one taxable year, payment shall be made in the later taxable year. View More

Section 409a. (a) The Award is not intended This Agreement shall be interpreted in such a manner that all provisions relating to provide for a "deferral the settlement of compensation" within the meaning RSUs are exempt from the requirements of Section 409A of the U.S. Internal Revenue Code and as "short-term deferrals" as described in Section 409A of the final rules promulgated thereunder ("Section 409A") and shall be interpreted and construed in a manner consistent with Code. Notwithstanding the forgoing,... if the Company determines that intent. If any provision of this Agreement or the Plan causes contravenes Section 409A of the Award to be subject to the requirements of Section 409A, Code or could otherwise cause the Participant to recognize income incur any tax, interest or be subject to the interest and penalties under Section 409A, then 409A of the provision shall have no effect or, to the extent practicable, Code, the Committee may, in its sole discretion and without the Participant's consent, modify the such provision to (i) comply with, or avoid being subject to to, Section 409A, 409A of the Code, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, 409A of the Code, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. 409A of the Code. This Section 17 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award RSUs will not be subject to taxes, interest and penalties under Section 409A. 409A of the Code. (b) If a Participant is a "specified employee" as defined under Section 409A of the Code and the Participant's Award is RSUs are to be settled on account of the Participant's separation from service (for reasons other than death) and such Award constitutes the RSUs constitute "deferred compensation" as defined under Section 409A, 409A of the Code, then any portion of the Participant's Award RSUs that would otherwise be settled during the six-month period commencing on the Participant's separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant's death if it occurs during such six-month period). (c) Each payment in settlement of any portion of RSUs shall be considered a separate payment for purposes of Section 409A of the Code. View More

Section 409a. (a) The Award is not RSUs are intended to provide for a "deferral of compensation" within satisfy the meaning requirements of Section 409A of the U.S. Internal Revenue Code and the final rules regulations promulgated thereunder ("Section 409A") and 409A"). This Agreement shall be interpreted interpreted, administered and construed in a manner consistent with that intent. If Notwithstanding the forgoing, if the Company determines that any provision of this Agreement or the Plan causes the Award... to be subject to the requirements of contravenes Section 409A, 409A or could otherwise cause the Participant to recognize income incur any tax, interest or be subject to the interest and penalties under Section 409A, then the provision shall have no effect or, to the extent practicable, the Committee may, in its sole discretion and without the Participant's consent, modify the such provision to (i) comply with, or avoid being subject to to, Section 409A, or to avoid the incurrence of any taxes, interest and penalties under Section 409A, and/or (ii) maintain, to the maximum extent practicable, the original intent and economic benefit to the Participant of the applicable provision without materially increasing the cost to the Company or contravening the provisions of Section 409A. This Section 17 16 does not create an obligation of the Company to modify the Plan or this Agreement and does not guarantee that the Award RSUs will not be subject to taxes, interest and penalties under Section 409A. (b) If a Participant is a "specified employee" as defined under Section 409A and the Participant's Award is to be settled on account of the Participant's separation from service (for reasons other than death) and such Award constitutes "deferred compensation" as defined under Section 409A, then any portion of the Participant's Award that would otherwise be settled during the six-month period commencing on the Participant's separation from service shall be settled as soon as practicable following the conclusion of the six-month period (or following the Participant's death if it occurs during such six-month period). View More

Section 409a. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") so that none of the payments or benefits will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be 7 For the CFO and GC only. 8 18 months for CEO agreement; 12 months for all other executives. 9 18 months for CEO agreement;... 12 months for all other executives. 2 interpreted in accordance with such intent. For purposes of Code Section 409A, each payment, installment or benefit payable under this Agreement is hereby designated as a separate payment. In addition, if the Company determines that Executive is a "specified employee" under Code Section 409A(a)(2)(B)(i) at the time of Executive's Separation, then (i) any severance payments or benefits, to the extent that they are subject to Code Section 409A, will not be paid or otherwise provided until the first business day following the earlier of (A) expiration of the six-month period measured from Executive's Separation or (B) the date of Executive's death and (ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence. View More

Section 409a. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") so that none of the payments or benefits will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted in accordance with such intent. For purposes of Code Section 409A, each payment, installment or benefit... payable under FORM APPROVED 07.01.2021 DT Midstream, Inc. Organization and Compensation Committee Change in Control Agreement For Executive Name this Agreement is hereby designated as a separate payment. "Termination of employment," "resignation" or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Code Section 409A, the Executive's "separation from service" as defined by Code Section 409A. If any payment subject to Code Section 409A is contingent on the delivery of a release by the Executive and could occur in either of two years, the payment will occur in the later year. In addition, if the Company determines that Executive is a "specified employee" under Code Section 409A(a)(2)(B)(i) at the time of Executive's Separation, separation from service, then (i) any severance payments or benefits, to the extent that they are subject to Code Section 409A, will not shall be paid or otherwise provided until the first business day following after the earlier end of (A) expiration of such six-month period, or, if earlier, within 30 days after the six-month period measured from Executive's Separation or (B) the date of Executive's death and (ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence. View More

Section 409a. The Company TuSimple intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or comply with, with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") so that none of the payments or benefits will be subject to the additional tax imposed under Code Section 409A, and any ambiguities herein will be interpreted in accordance with such intent. For purposes of Code Section 409A, each payment, installment or benefit... payable under this Agreement is hereby designated as a separate payment. To the extent that any reimbursement of expenses or in-kind benefits provided to Executive under this Agreement constitute "deferred compensation" under Code Section 409A, such reimbursement shall 4 be provided no later than December 31 of the year following the year in which the expense was incurred, the amount of any expenses reimbursed or in-kind benefits provided in one year shall not affect the amount eligible for reimbursement or in-kind benefits provided in any subsequent year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code), and the Executive's right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit. In addition, if the Company TuSimple determines that Executive is a "specified employee" under Code Section 409A(a)(2)(B)(i) at the time of Executive's Separation, then (i) any severance payments or benefits, to the extent that they are subject to Code Section 409A, will not be paid or otherwise provided until the first business day following the earlier of (A) expiration of the six-month period measured from Executive's Separation or (B) the date of Executive's death and (ii) any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence. The determination of whether the Executive is a "specified employee" for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Executive's Separation shall be made by TuSimple in accordance with the terms of Section 409A (including, without limitation, Section 1.409A-1(i) of the Department of Treasury Regulations and any successor provision thereto). View More

Section 409a. It is the intention of Company and Speer Kennedy that this Agreement shall comply with the requirements of Code Section 409A. All payments under this Agreement are intended to be excluded from the requirements of Code Section 409A or be payable on a fixed date or schedule under Code Section 409A. All payments made under this Agreement shall be strictly paid in accordance with the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, if Company or Speer Kennedy determines that any compensation or benefit payable under this Agreement may be subject to Code Section 409A(a)(1), Company and Speer, Kennedy, at the request of either but with the written consent of the other, which consent shall not be unreasonably withheld, shall adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions necessary or appropriate to cause the compensation and benefits payable under this Agreement not to be subject to Code Section 409A(a)(1) and to preserve the intended tax treatment of such compensation and benefits. Each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of Code Section 409A. Any reimbursements or in-kind benefits provided under this Agreement that are subject to Code Section 409A shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during the period of time specified in the Agreement, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (C) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (D) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Company shall not make any deductions for money or property that Speer Kennedy owes to Company, or offset or otherwise reduce any sums that may be due or become payable to or for the account of Speer, Kennedy, from amounts that constitute deferred compensation for purposes of Code Section 409A. d. Speer's Kennedy's right to any deferred compensation, as defined under Code Section 409A, shall not be subject to borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent necessary to avoid tax, penalties and/or interest under Code Section 409A or otherwise. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is TRSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Nonqualified Code and regulations issues thereunder (the "Nonqualified Deferred Compensation Rules Rules") and this Agreement shall be limited, construed and interpreted in accordance with such intent. Nevertheless, to the extent that the Committee determines that the TRSUs may not be exempt from... the Nonqualified Deferred Compensation Rules, then, if the Participant is deemed to be a "specified employee" within the meaning of the Nonqualified Deferred Compensation Rules, as determined by the Committee, at a time when the Participant becomes eligible for settlement of the TRSUs upon his or her "separation from service" within the meaning of the Nonqualified Deferred Compensation Rules, then to the extent necessary to prevent any accelerated or additional tax under the Nonqualified Deferred Compensation Rules, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Participant's separation from service and (b) the Participant's death. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Option TRSUs provided under this Agreement is are exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no event shall the Company or any Affiliate of the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with the Nonqualified Deferred Compensation Rules. View More

Section 409a. Notwithstanding anything herein or in the Plan to the contrary, the Option is intended to be exempt from the applicable requirements of the Nonqualified Deferred 6 Compensation Rules and this Agreement shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the Option provided under this Agreement is exempt from or compliant with the Nonqualified Deferred Compensation Rules and in no... event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant you on account of non-compliance with the Nonqualified Deferred Compensation Rules. View More