Section 409a Contract Clauses (6,052)

Section 409a. This Agreement is intended comply with the requirements of Code Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury guidance thereunder ("Section 409A"). This Agreement shall be interpreted and administered to maximize the exemptions from Section 409A for the compensation payable pursuant to this Agreement and, to the extent the Agreement provides for compensation that is subject to Section 409A, to comply with Section 409A and to avoid the imposition of... tax, interest and/or penalties upon you under Section 409A. The Company does not, however, assume any economic burdens associated with Section 409A. In particular, the Company will not be liable to you for any tax, interest, or penalties you may owe as a result of this Agreement. Each of your rights to installment payments under the first and second bullets of Section 2 shall be treated as a right to a series of separate payments for purposes of Section 409A. Each such payment that is made within 2-1⁄2 months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A as a short-term deferral within the meaning of the final regulations under Section 409A. Each such payment that is made later than 2-1⁄2 months following the end of the year that contains the Effective Date is intended to be exempt from Section 409A under the two-times exception of Treasury Reg. § 1.409A-1(b)(9)(iii) (the "Two-Times Exception"), up to the limitation on the availability of the Two-Times Exception specified in the regulation. Each payment that is made after the Two-Times Exception ceases to be available shall be subject to the six-month delay, as necessary, as specified below. To the extent necessary to comply with Section 409A, in no event shall you, directly or indirectly, designate the taxable year of any payment under this Agreement. In particular, with respect to any payment that is conditioned upon your executing and not revoking the release of claims as specified herein, if the designated payment period for such payment begins in one taxable year and ends in the next taxable year, the payment will be made in the later taxable year. To the extent necessary to comply with Section 409A, references in this Agreement to "termination of employment" or "terminates employment" (and similar references) shall have the same meaning as "separation from service" within the meaning of Section 409A (a "Separation from Service"), and no payment subject to Section 409A that is payable upon a termination of employment shall be paid unless and until (and not later than applicable in compliance with Section 409A) you incur a Separation from Service. In addition, if you are a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) at the time of your Separation from Service, any payment subject to Section 409A that would otherwise have been payable on account of, and within the first six months following, your Separation from Service will become payable on the first business day after six months following the Separation Date or, if earlier, the date of your death. 7 22.Acknowledgments. If the terms of this Agreement correctly set forth our agreement, please so indicate by signing in the appropriate space below. Your signature will be an acknowledgment that no other promise or agreement of any kind has been made to you by the Company to cause you to execute this Agreement, that you had twenty-one (21) days to review this Agreement and to consult with an attorney or other person of your choosing about its terms before signing it, that the only consideration for your signature is as indicated above, that you fully understand and accept this Agreement, that you are not coerced into signing it, and that you signed it knowingly and voluntarily because it is satisfactory to you. CAMPUS CREST COMMUNITIES, INC. By: /s/ Ted Rollins Ted Rollins Chief Executive Officer I have carefully read the above Confidential Separation Agreement and General Release, understand the meaning and intent thereof, and voluntarily agree to its terms this 1st day of October, 2014. /s/ Brian L. Sharpe Brian L. Sharpe 8 EX-10.1 2 v390855_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 BRIAN SHARPE SEPARATION AGREEMENT This Agreement (the "Agreement") will confirm the arrangements we have discussed concerning your separation from Campus Crest Communities, Inc. (the "Company" or "we" or "us") as a result of the termination of your employment effective October 1, 2014. It constitutes our entire understanding regarding the terms of your separation. View More

Section 409a. This Award Notice and the RSUs granted hereunder are intended to be exempt from the requirements of Section 409A of the Code and shall be construed and interpreted in a manner consistent with such intent. 2 ACKNOWLEDGEMENT The undersigned Grantee acknowledges receipt of, and understands and agrees to, this Award Notice and the Plan. The Grantee further acknowledges that as of the date of grant, this Award Notice and the Plan set forth the entire understanding between the Grantee and the Company ...regarding the grant of the RSUs under the Award and supersede all prior oral and written agreements on that subject. Date: Transcat, Inc. By: Grantee: 3 EX-10.2 3 transcat3292601-ex102.htm FORM OF AWARD NOTICE OF LONG-TERM COMPENSATION AWARD Exhibit 10.2 AWARD NOTICE OF LONG-TERM COMPENSATION AWARDGRANTED PURSUANT TO THETRANSCAT, INC. 2003 INCENTIVE PLAN Grantee: Number of Restricted Stock UnitsAwarded: Date of Grant: 1. Grant of Restricted Stock Unit Award. This Award Notice serves to notify you that the Board of Directors of Transcat, Inc., an Ohio corporation (the "Company"), has granted to you, under the Company's 2003 Incentive Plan, as amended and restated (the "Plan"), a restricted stock unit award (the "Award"), on the terms and conditions set forth in this Award Notice and the Plan, of the number of Restricted Stock Units ("RSUs") set forth above. Each RSU entitles you to receive from the Company one Share of the Company's Common Stock, $0.50 par value per share (the "Common Stock"), which will vest (become non-forfeitable) as set forth in Sections 2 and 3 and will be payable in the form of Shares of the Company's Common Stock as set forth in Section 4, all in accordance with the terms of this Award Notice, the Plan, and any rules and procedures adopted by the Committee. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not defined herein have the respective meanings set forth in the Plan. View More

Section 409a. In no event shall cash compensation payable pursuant to this Policy be paid later than March 15th of the calendar year following the calendar year in which the applicable quarter ends (or if the individual did not serve as a Non-Employee Director for the full quarter as a result of termination of service, then the March 15th of the calendar year following the calendar year in which the Non-Employee Director's service terminated with the Company), in compliance with the "short-term deferral" exce...ption to Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). In no event shall an expense reimbursement be made later than the end of the taxable year of the Non-Employee Director immediately following the taxable year in which the expense was incurred. The amount of expenses eligible for reimbursement during a Non-Employee Director's taxable year will not affect the expenses eligible for reimbursement in any other taxable year. Reimbursement rights are not subject to liquidation or exchange for any other benefit. This Policy is intended to comply with the requirements of Section 409A so that none of the compensation to be provided hereunder shall be subject to the additional tax imposed under Section 409A, and any ambiguities herein shall be interpreted to so exempt or comply. No Non-Employee Director shall have any legal right to 4 receive payment of any amount or benefit that otherwise would fail to comply with the requirements of Section 409A. Notwithstanding the foregoing, all Non-Employee Directors shall be solely responsible for any tax or other obligations they incur as a result of the cash payments and equity awards received pursuant to this Policy. Adopted on May 15, 2014 Effective on 1 1 The IPO Effective Date. 5 EX-10.10 16 d711611dex1010.htm EX-10.10 EX-10.10 Exhibit 10.10 VIKING THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each non-employee member of the board of directors (the "Board") of Viking Therapeutics, Inc. (the "Company") shall be eligible to receive cash and equity compensation for his or her service on the Board commencing on the date on which the Company's Registration Statement on Form S-1 (or successor form) for the Company's first firmly underwritten public offering of common stock of the Company (the "Common Stock") pursuant to the Securities Act of 1933, as amended, is declared effective by the Securities and Exchange Commission (the "IPO Effective Date"), as set forth in this Non-Employee Director Compensation Policy (this "Policy"). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board (or any committee thereof), to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a "Non-Employee Director") who is eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by advance written notice to the Company. This Policy shall remain in effect until it is revised or rescinded by further action of the Board or the Compensation Committee of the Board (the "Compensation Committee"). This Policy and the compensation to be provided hereunder may be amended, modified or terminated by the Board or the Compensation Committee at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements between the Company and any of its Non-Employee Directors with respect to such Non-Employee Director's service on (or on behalf of) the Board or any committee thereof. No Non-Employee Director shall have any rights hereunder, except with respect to the cash compensation and stock options granted pursuant to this Policy. Non-Employee Directors may be eligible to receive discretionary awards granted outside this Policy. View More

Section 409a. 18.1 This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A") and shall be construed accordingly. It is the intention of the Parties that payments or benefits payable under this Agreement shall not be subject to the additional tax or interest imposed pursuant to Section 409A. To the extent such potential payments or benefits are or could become subject to Section 409A, the Parties shall cooperate to amend this Agreement with the goa...l of giving Executive the economic benefits described herein in a manner that does not result in such tax or interest being imposed; provided, however, in no event shall the Company be liable to Executive for any taxes, interest, or penalties due as a result of the application of Section 409A to any payments or benefits provided hereunder. 18.2 Each payment provided for in this Agreement shall, to the extent permissible under Section 409A, be deemed a separate payment for purposes of Section 409A. 10 18.3 Payments or benefits pursuant to this Agreement shall be treated as exempt from Section 409A to the maximum extent possible under Treasury Regulation Section 1.409A-1(b)(9)(v), and/or under any other exemption that may be applicable, and this Agreement shall be construed accordingly. 18.4 All taxable expenses or other reimbursements or in-kind benefits under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee. Any such taxable reimbursement or any taxable in-kind benefits provided in one calendar year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year. 18.5 Executive shall have no right to designate the date of any payment hereunder. 18.6 The definition of Good Reason is intended to constitute "good reason" as such term is used in Treas. Reg. §1.409A-1(n)(2) and shall be interpreted and construed accordingly, and to the maximum extent permitted by Section 409A and guidance thereunder, a termination for Good Reason shall be an "involuntary separation from service" as such term is used in Treas. Reg. §1.409A-1(n). For purposes of Section 6 of this Agreement, "termination" (or any similar term) when used in reference to Executive's employment shall mean "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder, and Executive shall be considered to have terminated employment with the Company when, and only when, Executive incurs a "separation from service" with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder. 18.7 Notwithstanding any other provision of this Agreement to the contrary, if (1) on the date of Executive's separation from service (as such term is used or defined in Code Section 409A(a)(2)(A)(i), Treasury Regulation Section 1.409A-1(h), or any successor law or regulation), any of the Company's equity is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code) and (2) as a result of such separation from service, the Executive would receive any payment that, absent the application of this sentence, would be subject to interest and additional tax imposed pursuant to Code Section 409A as a result of the application of Code Section 409A(2)(B)(i), then, to the extent necessary to avoid the imposition of such interest and additional tax, such payment shall be deferred until the earlier of (i) 6 months after the Executive's separation from service, (ii) the Executive's death, (iii) or such earlier time as may be permitted under Code Section 409A. View More

Section 409a. Notwithstanding any provision of the Plan, the Grant Notice or this Agreement to the contrary, the Committee may, at any time and without your consent, modify the terms of the Option as it determines appropriate to avoid the imposition of interest or penalties under Section 409A; provided, however, that the Company makes no representations that the Option will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to the Option. EX-10.12 4 d879...710dex1012.htm EX-10.12 EX-10.12 Exhibit 10.12 ZILLOW, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN (ASSUMED BY ZILLOW GROUP, INC.) NONQUALIFIED STOCK OPTION GRANT NOTICE Zillow Group, Inc. (the "Company") hereby grants to you an Option (the "Option") to purchase shares of the Company's Class A Common Stock under the Zillow, Inc. Amended and Restated 2011 Incentive Plan (as assumed by the Company) (the "Plan"). The Option is subject to all the terms and conditions set forth in this Nonqualified Stock Option Grant Notice (this "Grant Notice") and in the Nonqualified Stock Option Agreement (the "Stock Option Agreement") and the Plan, which are incorporated into this Grant Notice in their entirety. Participant: Grant Number: Grant Date: Vesting Commencement Date: Number of Shares of Class A Common Stock Subject to Option (the "Shares"): Exercise Price (per Share): Option Expiration Date: Type of Option: Nonqualified Stock Option Vesting and Exercisability Schedule (subject to continued employment or service): Additional Terms/Acknowledgement: You acknowledge receipt of, and understand and agree to, this Grant Notice, the Stock Option Agreement and the Plan. You further acknowledge that as of the Grant Date, this Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between you and the Company regarding the Option and supersede all prior oral and written agreements on the subject. Note: References to "Company" in the Plan are deemed to refer to "Zillow Group, Inc." except that such reference in the definition of "IPO Date" in the Plan continues to refer to Zillow, Inc. ZILLOW, INC. AMENDED AND RESTATED 2011 INCENTIVE PLAN (ASSUMED BY ZILLOW GROUP, INC.) NONQUALIFIED STOCK OPTION AGREEMENT Pursuant to your Nonqualified Stock Option Grant Notice (the "Grant Notice") and this Nonqualified Stock Option Agreement (this "Agreement"), Zillow Group, Inc. (the "Company") has granted you an Option under the Zillow, Inc. Amended and Restated 2011 Incentive Plan (as assumed by the Company) (the "Plan") to purchase the number of shares of the Company's Class A Common Stock indicated in your Grant Notice (the "Shares") at the exercise price indicated in your Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice but defined in the Plan have the same definitions as in the Plan. The details of the Option are as follows: 1. Vesting and Exercisability. Subject to the limitations contained herein, the Option will vest and become exercisable as provided in your Grant Notice, provided that vesting will cease upon your Termination of Service and the unvested portion of the Option will terminate. View More

Section 409a. To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of this Plan. Notwithstanding any provision of this Plan to the contrary, in the event that the Company determines that any amounts payable hereunde...r will be immediately taxable to a Participant under Section 409A of the Code and related Department of Treasury guidance, to the extent permitted under Section 409A of the Code, the Company may, to the extent permitted under Section 409A of the Code (a) cooperate in good faith to adopt such amendments to this Plan and appropriate policies and procedures, including amendments and policies with retroactive effect, that they determine necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Plan or preserve the economic benefits of this Plan and/or (b) take such other actions as mutually determined necessary or appropriate to exempt the amounts payable hereunder from Section 409A of the Code or to comply with the requirements of Section 409A of the Code and thereby avoid the application of penalty taxes under such section. To the extent applicable, each of the exceptions to Code Section 409A's prohibition on acceleration of payments of Deferred Compensation provided under Treasury Regulation 1.409A-3(j)(4) shall be permitted under this Plan. View More

Section 409a. This Agreement is intended to comply with Section 409A of the United States Tax Code and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. It is the intent of the Parties hereto that the provisions of this Agreement avoid the imposition of the excise tax under Section 409A, therefore, the Company, in its discretion, may amend this Agreement to the extent necessary to avoid or minimize the excise tax under Section 409A and... no action taken to comply with Section 409A shall be deemed to adversely affect Robeson' rights under this Agreement. View More

Section 409a. For purposes of Section 409A of the Code, the substitution of the Corindus Option for this Option is intended to meet the requirements of Treasury Regulation Section 1.409A-1(b)(5)(v)(D). The Committee may adopt such amendments to the Plan and this Agreement, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended treatment of this Option.

Section 409a. This Award is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Award shall be administered, interpreted, and construed in a manner consistent with such Code section. For purposes of this Award, "termination of employment" and terms of similar import shall be deemed to mean "separation from service" within the meaning of Code Section 409A. Should any provision of this Agreement or the Award be found not to comply with, or otherwise be exempt from, the provision...s of Section 409A of the Code, it shall be modified and given effect, in the sole discretion of the Committee and without requiring the Grantee's consent (notwithstanding the provisions of Section 12 above), in such manner as the Committee determines to be necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A of the Code. View More

Section 409a. Payments made pursuant to the Plan and this Grant Agreement are intended to comply with or qualify for an exemption from Section 409A of the Code ("Section 409A"). The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this Grant Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, including any ame...ndments or actions that would result in the reduction of benefits payable under this Grant Agreement, as the Company determines are necessary or appropriate to ensure that all RSUs are made in a manner that qualifies for an exemption from, or complies with, Section 409A or mitigate any additional tax, interest and/or penalties or other adverse tax consequences that may apply under Section 409A: provided however, that the Company makes no representations that the RSUs will be exempt from any penalties that may apply under Section 409A and makes no undertaking to preclude Section 409A from applying to this RSU. For the avoidance of doubt, the Employee hereby acknowledges and agrees that the Company will have no liability to the Employee or any other party if any amounts payable under this Grant Agreement are not exempt from, or compliant with, Section 409A, or for any action taken by the Company with respect thereto. Any payments under this Grant Agreement, the settlement of which is triggered by a "separation from service" (within the meaning of Section 409A) of a "specified employee" (as defined under Section 409A), shall be made on a date that is the earlier of (a) the Employee's death or (b) the later of the specified settlement date and the date which is six months after the date of the Employee's separation from service. View More