Tax Matters Clause Example with 100 Variations from Business Contracts
This page contains Tax Matters clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, acc...ordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder 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 the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A.View More
Variations of a "Tax Matters" Clause from Business Contracts
Tax Matters. (a) WITHHOLDING. The Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. (b) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company may withhold does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim... against the Company or its Board of Directors related to tax liabilities arising from your compensation. Herb Cross October 26, 2017 Page 4 9. Interpretation, Amendment and Enforcement. This letter agreement and Exhibit A supersede and replace any and all amounts payable under this Agreement prior agreements, representations or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law understandings (whether written, oral, implied or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent of the parties is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive otherwise) between you and the Company and constitute the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the applicable provision without violating Company. The terms of this letter agreement and the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes resolution of any provision disputes as to the meaning, effect, performance or validity of this Agreement providing for the payment of any amount letter agreement or benefit upon arising out of, related to, or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and all remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder 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 the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect connected with, this letter agreement, your employment with the expenses eligible for reimbursement, Company or in-kind benefits to be provided, in any other taxable year. (iv) For purposes relationship between you and the Company (the "Disputes") will be governed by California law, excluding laws relating to conflicts or choice of Code Section 409A, law. You and the Executive's right Company submit to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion exclusive personal jurisdiction of the Company. (v) Notwithstanding federal and state courts located in California in connection with any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent Dispute or any of their affiliates have any liability to the Executive with respect claim related to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. Dispute. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is t...hat payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 5(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company 15 NEW ENGLAND EXECUTIVE PARK, BURLINGTON, MA 01803, PH: 781-270-0360 determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. (c) Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall claim against the Company, Parent its Board of Directors or any of their affiliates have any liability its compensation committee related to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any a. Withholdings. All forms of compensation referred to in this letter agreement are subject to applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. (b) SECTION by law. b. Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is that payments a...nd benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 5(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. David Clark December 14, 2015 Page 4 c. Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall claim against the Company, Parent its Board of Directors or any of their affiliates have any liability its Compensation Committee related to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is t...hat payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 4(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 7(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. 3 Rekha Hemrajani March 17th, 2016 (c) Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision of this Agreement claim against the Company or the Board related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is t...hat payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 5(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to 409A of the maximum extent reasonably possible, maintain Code, will commence during the original intent and economic benefit to the Executive seventh month after your Separation and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of installments that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they otherwise would have otherwise been payable in a single sum or in installments in paid during the absence of such delay) shall first six months after your Separation will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. (c) Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision of this Agreement claim against the Company or the Board related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. 3 (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is... that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 7(a)(i) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to 409A of the maximum extent reasonably possible, maintain Code, will commence during the original intent and economic benefit to the Executive seventh month after your Separation and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of installments that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they otherwise would have otherwise been payable in a single sum or in installments in paid during the absence of such delay) shall first six months after your Separation will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. (c) Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision claim against the Company or the Board of this Agreement Directors related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any (a)Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. (b) SECTION by law. (b)Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the partie...s is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 7(a)(i) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to 409A of the maximum extent reasonably possible, maintain Code, will commence during the original intent and economic benefit to the Executive seventh month after your Separation and the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed on the date of termination to be a "specified employee" within the meaning of installments that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they otherwise would have otherwise been payable in a single sum or in installments in paid during the absence of such delay) shall first six months after your Separation will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. (c)Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision of this Agreement claim against the Company or the Board related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any a.Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. (b) SECTION by law. b.Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties ...is that payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 8(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 8(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. c.Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision claim against the Company or its Board of this Agreement Directors related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is t...hat payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 5(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 5(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, sum when the salary continuation payments commence. (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and all remaining payments you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation. Chris Peetz March 24, 2014 Page 4 9. Indemnification and benefits due under this Agreement Insurance. As Chief Financial Officer of the Company, you shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior entitled to the last day of same indemnification and insurance coverage that the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to officers receive installment payments pursuant to this the Company's Certificate of Incorporation, Bylaws, customary Indemnification Agreement shall be treated and insurance policy, all as a right to receive a series of separate currently in effect, and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company. (v) Notwithstanding any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. applicable law. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and all amounts payable under this Agreement or otherwise such federal, state payroll taxes and local taxes as may be other deductions required to be withheld pursuant to any applicable law or regulation. by law. (b) SECTION Section 409A. For purposes of Section 409A COMPLIANCE. (i) The intent of the parties is t...hat payments and benefits under this Agreement are exempt from or comply with Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 409A and 7(b) is hereby designated as a separate payment. If the regulations and guidance promulgated thereunder (collectively "Code Company determines that you are a "specified employee" under Section 409A") and, accordingly, 409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation payments under Section 7(b), to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order they are subject to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive and the Company 409A of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following a termination of 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 Agreement, references to a "termination," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything to the contrary in this Agreement, if the Executive is deemed Code, will commence on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided until the date which is the earlier of first business day following (A) the expiration of the six (6)-month six-month period measured from the date of such "separation from service" of the Executive, and your Separation or (B) the date of your death and (ii) the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 16(b)(ii) (whether they installments that otherwise would have otherwise been payable in a single sum or in installments in the absence of paid prior to such delay) shall date will be paid or reimbursed to the Executive in a lump sum, and all remaining sum when the salary continuation payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior commence. (c) Tax Advice. You are encouraged to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes of Code Section 409A, the Executive's right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of obtain your own tax advice regarding your compensation from the Company. (v) Notwithstanding You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any other provision claim against the Company or its Board of this Agreement Directors related to the contrary, (i) in no event shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall the Company, Parent or any of their affiliates have any liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. tax liabilities arising from your compensation. View More
