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 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 9(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 9(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, 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 6(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 6(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. Laurent Fischer, M.D. March 17, 2014 Page 4 9. Indemnification and benefits due under this Agreement Insurance. As Chief Executive Officer of the Company and as a member of the Company's Board of Directors, 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 same indemnification and insurance coverage that the other officers and members 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 Board of Code Section 409A, the Executive's right to Directors 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 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. 3 9. Interpretation, Amendment and benefits due under this Agreement shall be paid or provided in accordance Enforcement. This letter agreement supersedes and replaces your prior offer letter with the normal payment dates specified for them Company, signed on September 19, 2016 and any additional prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company and constitutes the complete agreement between you and the Company regarding the subject matter set forth herein. 9 (iii) To 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 extent that reimbursements or other in-kind benefits under Company. The terms of this Agreement constitute "nonqualified deferred compensation" for purposes letter agreement and the resolution of Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior any disputes as to the last day meaning, effect, performance or validity of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to reimbursement this letter agreement or in-kind benefits shall not be subject to liquidation arising out of, related to, 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 San Diego, 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 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 first business day following the earlier of (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, installments that otherwise would have been paid prior to such date will be paid in a Juan Jaen February 14, 2018 Page 3 lump sum when the salary continuation payments commence. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to Code Section 409A (pursuant to this letter agreement or otherwise), then the transaction must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required under by Code Section 409A. Upon (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the expiration of Company. You agree that the foregoing delay period, all payments and benefits delayed pursuant Company does not have a duty to this Section 16(b)(ii) (whether they would have otherwise been payable design its compensation policies in a single sum manner that minimizes your tax liabilities, and you will not make any claim against the Company or in installments in the absence its Board of such delay) shall be paid or reimbursed Directors related 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. 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 first business day following the earlier of (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, installments that otherwise would have been paid prior to such date will be paid in a lump sum when the salary continuation payments commence. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to Code Section 409A (pursuant to this letter agreement or otherwise), then the transaction must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required under by Code Section 409A. Upon Jen Jarrett February 14, 2018 Page 3 (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the expiration of Company. You agree that the foregoing delay period, all payments and benefits delayed pursuant Company does not have a duty to this Section 16(b)(ii) (whether they would have otherwise been payable design its compensation policies in a single sum manner that minimizes your tax liabilities, and you will not make any claim against the Company or in installments in the absence its Board of such delay) shall be paid or reimbursed Directors related 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. 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 first business day following the earlier of (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, installments that otherwise would have been paid prior to such date will be paid in a Terry Rosen February 14, 2018 Page 3 lump sum when the salary continuation payments commence. In addition, if a Change in Control constitutes a payment event with respect to any amount that is subject to Code Section 409A (pursuant to this letter agreement or otherwise), then the transaction must also constitute a "change in control event" as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required under by Code Section 409A. Upon (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the expiration of Company. You agree that the foregoing delay period, all payments and benefits delayed pursuant Company does not have a duty to this Section 16(b)(ii) (whether they would have otherwise been payable design its compensation policies in a single sum manner that minimizes your tax liabilities, and you will not make any claim against the Company or in installments in the absence its Board of such delay) shall be paid or reimbursed Directors related 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. tax liabilities arising from your compensation. View More
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) Section 409A. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 5(b) is 3 Initials /s/ DT hereby designated as a separate payment. If the Company may withhold from any determines that you are a "...specified employee" under Section 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 extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and all amounts payable under this Agreement or (ii) the installments that otherwise such federal, state and local taxes as may would have been paid during the first six months after your Separation will be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) The paid in a lump sum when the salary continuation payments commence. It is the intent of this agreement to comply with the parties is requirements of Section 409A of the Code so that none of the severance payments and benefits to be provided 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, agreement will be subject to the maximum extent permitted, additional tax imposed thereunder, and any ambiguities in this Agreement shall agreement will be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order so comply. The Company and you agree to comply with Code Section 409A, such modification shall be made work together in good faith to consider amendments to this agreement and shall, to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition under Section 409A of the maximum extent reasonably possible, maintain Code prior to actual payment to you. (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the original intent and economic benefit to the Executive and Company. You agree that the Company of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required does not have a duty 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 design its compensation policies in a single sum manner that minimizes your tax liabilities, and you will not make any claim against the Company or in installments in the absence of such delay) shall be paid or reimbursed its Board related 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. tax liabilities arising from your compensation. View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and Application of Section 409A. It is intended that 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 benefits provided under the Plan satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations S...ections 1.409A-1 (b)(4), 1.409A-1 (b)(5) and 1.409A-1 (b)(9), and the Plan will be construed to the greatest extent possible as consistent with those provisions. To the extent not so exempt, the Plan (and any definitions in the Plan) will be construed in a manner that payments and benefits under this Agreement are exempt from or comply complies with Internal Revenue Code Section 409A and the regulations incorporates by reference all required definitions and guidance promulgated thereunder (collectively "Code payment terms. For purposes of 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 and the Company of the applicable provision 409A (including, 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 limitation, for purposes of any provision of this Agreement providing for the payment of any amount or benefit upon or following Treasury Regulations Section 1.409A-2(b)(2)(iii)), 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 Participant's right to receive any installment payments pursuant to this Agreement shall under the Plan will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under the Plan will at all times be considered a separate and distinct payments. Whenever payment. If the Plan Administrator determines that any of the payments upon a payment Separation from Service provided under this Agreement specifies the Plan (or under any other arrangement with the Participant) constitutes "deferred compensation" under Section 409A and if the Participant is a payment period with reference "specified employee" of the Company, as such term is defined in Section 409A(a)(2)(B)(i), at the time of his or her Separation from Service, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the payments upon a number Separation from Service will be delayed as follows: on the earlier to occur of days, (i) the actual date that is six (6) months and one (1) day after the effective date of payment within the specified period shall be within Participant's Separation from Service, or (ii) the sole discretion date of the Company. (v) Notwithstanding any other provision of this Agreement Participant's death (such earlier date, the "Delayed Initial Payment Date"), the Company will (A) pay to the contrary, (i) Participant a lump sum amount equal to the sum of the payments upon Separation from Service that the Participant would otherwise have received through the Delayed Initial Payment Date if the commencement of the payments had not been delayed pursuant to this paragraph, and (B) commence paying the balance of the payments in no event shall accordance with the applicable payment schedules set forth above. No interest will be due on any payment or benefit amounts so deferred. (b) Withholding. All payments and benefits under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A the Plan will be subject to offset by all applicable deductions and withholdings, including, without limitation, obligations to withhold for federal, state, provincial, foreign and local income and employment taxes. (c) Tax Advice. By becoming a Participant in the Plan, the Participant agrees to review with the Participant's own tax advisors the federal, state, provincial, local and foreign tax consequences of participation in the Plan. The Participant will rely solely on such advisors and not on any other amount unless otherwise permitted by Code Section 409A and (ii) in no event shall statements or representations of the Company, Parent Company or any of their affiliates have any its agents. The Participant understands that the Participant (and not the Company) will be responsible for his or her own tax liability to the Executive with respect to any additional taxes, penalties or interest that may be imposed on Executive under Code Section 409A. arise as a result of becoming a Participant in the Plan. View More
