Section 409a Contract Clauses (10,726)

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