Section 409a Contract Clauses (10,612)

Section 409a. a. Although the Company does not guarantee the tax treatment of any payments or benefits under this Award, the intent of the Company is that the payments and benefits under this Award be exempt from, or comply with, Code Section 409A and to the maximum extent permitted the Award Terms and the award letter shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company, the Related Companies, their affiliates or their respective officers,... directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on a Participant by Code Section 409A or damages for failing to comply with Code Section 409A.b. Notwithstanding the foregoing or any other provision of this Award to the contrary, if at the time of a Participant's "separation from service" (within the meaning of Code Section 409A), the Participant is a "Specified Employee," then the Company will defer the payment of any nonqualified deferred compensation subject to Code Section 409A payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the Participant) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Code Section 409A (and any amounts that otherwise would have been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). A Participant will be a "Specified Employee" for purposes of this Award if, on the date of the Participant's separation from service, the Participant is an individual who is, under the method of determination adopted by the Company designated as, or within the category of employees deemed to be, a "Specified Employee" within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i). The Company shall determine in its sole discretion all matters relating to who is a "Specified Employee" and the application of and effects of the change in such determination. c. Notwithstanding anything in these Award Terms, the award letter or elsewhere to the contrary, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Award providing for the payment of any amounts or benefits that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of a Participant's employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Award, references to a "termination," "termination of employment" or like terms shall mean "separation from service" and the date of such separation from service shall be the date of termination for purposes of any such payment or benefits. 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 payment 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 Grantee on account of non-compliance with Section 409A of the Code. Notwithstanding any provision of this Agreement to the contrary, any compensation or benefit payable hereunder that constitutes a deferral of compensation under Code Section 409A shall be subject to the following: (a) no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a "separation from service" under Treasury Regulation Section 1.409A-1(h), and references in the Agreement to "termination", "termination of employment" or like terms shall mean a "separation from service;" (b) in the event that any payment to the Grantee or any benefit hereunder is made upon, or as a result of, the Grantee's termination of employment, and the Grantee is a "specified employee" (as that term is defined under Section 409A of the Code) at the time the Grantee becomes entitled to any such payment or benefit, and provided further that such payment or benefit does not otherwise qualify for an applicable exemption from Section 409A of the Code, then no such payment or benefit will be paid or commenced to be paid to the Grantee under this Agreement until the date that is the earlier to occur of (i) the Grantee's death or (ii) six months and one day following the Grantee's termination of employment (the "Delay Period"). Any payments which the Grantee would otherwise have received during the Delay Period will be payable to the Grantee in a lump sum on the date that is six months and one day following the effective date of the termination, and any remaining compensation and benefits due under the Agreement shall be paid or provided as otherwise set forth herein; 5 (c) whenever a payment under this Agreement specifies a payment period, the actual date of payment within such specified period shall be within the sole discretion of the Company, and the Grantee shall have no right (directly or indirectly) to determine the year in which such payment is made. In the event a payment period straddles two consecutive calendar years, the payment shall be made in the later of such calendar years; (d) each separately identified amount and each installment payment to which the Grantee is entitled to payment shall be deemed to be a separate payment for purposes of Section 409A of the Code; and (e) the payment of any compensation or benefit may not be accelerated except to the extent permitted by Section 409A of the Code. View More

Section 409a. (a) It is the intent of the Company that the payments and benefits under this Agreement shall comply with, or be exempt from, Section 409A of the Code and applicable regulations and guidance thereunder (collectively, "Section 409A") and accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance with, or be exempt from, Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the... Grantee by Section 409A or for any damages for failing to comply with Section 409A. (b) For purposes of Section 409A and to the extent Section 409A is applicable to any payment hereunder, Grantee's right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. (c) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within 2 1/2 months following the date specified in Section 2"), the actual date of payment within the specified period shall be within the Company's sole discretion. (d) If Grantee is deemed on the date of termination to be a "specified employee" within the meaning of Section 409A(a)(2)(B) of the Code, any amounts to which Grantee is entitled under this Agreement that constitute "non-qualified deferred compensation" payable on "separation from service" under Section 409A and would otherwise be payable prior to the earlier of (i) the 6-month anniversary of the Grantee's date of termination and (ii) the date of the Grantee's death (the "Delay Period") shall instead be paid in a lump sum immediately upon (and not before) the expiration of the Delay Period to the extent required under Section 409A. 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

Section 409a. (a) It is intended that the Deferred Stock Units and dividend equivalents granted hereunder are intended to be compliant with Section 409A of the Code and the regulations promulgated thereunder and shall be limited, construed and interpreted as such, including, without limitation, by delaying the issuance of shares of Common Stock contemplated hereunder. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Participant by... Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. For purposes of applying the provisions of Section 409A of the Code to this Deferred Stock Unit Agreement, each separately identified amount to which the Participant is entitled shall be treated as a separate payment. 4 (b) Notwithstanding anything in this Deferred Stock Unit Agreement to the contrary, if a Participant is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Deferred Stock Unit that is "deferred compensation" subject to Section 409A of the Code and which would otherwise be payable upon the Participant's "separation from service" (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant's "separation from service" or, if earlier, the date of the Participant's death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day. EX-10.1 2 pfgc-ex101_6.htm EX-10.1 pfgc-ex101_6.htm Exhibit 10.1 DEFERRED STOCK UNIT GRANT NOTICEUNDER THEPERFORMANCE FOOD GROUP COMPANY2015 OMNIBUS INCENTIVE PLAN(Non-Employee Directors) Performance Food Group Company (the "Company"), pursuant to its 2015 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), hereby grants to the Participant set forth below, the number of Restricted Stock Units, subject to a deferral feature (the "Deferred Stock Units"), set forth below. The Deferred Stock Units are subject to all of the terms and conditions as set forth herein, in the Deferred Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan. Participant: [Insert Name] Date of Grant: November 13, 2019 Vesting Commencement Date: November 13, 2019 Number of Deferred Stock Units: [____] Vesting Schedule: Provided the Participant has not undergone a Termination at the time of the applicable vesting date (or event), 100% of the Deferred Stock Units will vest on the earlier of (i) the first anniversary of the Vesting Commencement Date or (ii) the next regularly scheduled annual meeting of the stockholders of the Company following the Vesting Commencement Date; provided, however, that in the event that the Participant undergoes a Termination as a result of such Participant's death or Disability prior to the applicable vesting date (or event), as of such Termination, such Participant shall fully vest in such Participant's Deferred Stock Units to the extent not then vested or previously forfeited or cancelled. In addition, in the event of a Change in Control prior to the applicable vesting date (or event), immediately prior to the Change in Control, such Participant shall fully vest in such Participant's Deferred Stock Units to the extent not then vested or previously forfeited or cancelled. *** DEFERRED STOCK UNIT AGREEMENTUNDER THEPERFORMANCE FOOD GROUP COMPANY2015 OMNIBUS INCENTIVE PLAN Pursuant to the Deferred Stock Unit Grant Notice (the "Grant Notice") delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Deferred Stock Unit Agreement (this "Deferred Stock Unit Agreement") and the Performance Food Group Company 2015 Omnibus Incentive Plan, as it may be amended from time to time (the "Plan"), Performance Food Group Company (the "Company") and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan. View More

Section 409a. To the extent applicable, it is intended that the Plan and any payment made hereunder shall comply with, or be exempt from, the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"). Any provision that would cause the Plan or any payment hereof to fail to satisfy Code Section 409A shall have no force or effect until amended to the... minimum extent required to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. View More