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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.
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Variations of a "Tax Matters" Clause from Business Contracts
Tax Matters. 6 (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, a...ccordingly, 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 Application of Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Participant's termination of employment with the Company, the Participant is a "specified employee" as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, "Section 409A"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first business day to occur following the date that is six (6) months following Participant's termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) To if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under the Plan are deferred pursuant to this Section 6 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 6 without any interest thereon. The Company shall consult with Participant in good faith regarding the implementation of this Section 6; provided, that neither the Company nor any of its employees or representatives shall have any liability to Participant with respect thereto. Notwithstanding anything to the contrary herein, to the extent required to prevent the imposition of taxes or penalties under Code by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement the Plan providing for the payment of any amount amounts or benefit benefits 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 "resignation," "termination," "termination of employment" or like terms shall mean "separation separation from service." service. For purposes of Section 409A, each payment made under the Plan shall be designated as a "separate payment" within the meaning of the Section 409A. Notwithstanding anything to the contrary in this Agreement, if herein, except to the Executive is deemed on extent any expense, reimbursement or in-kind benefit provided pursuant to the date Plan does not constitute a "deferral of termination to be a "specified employee" compensation" 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 the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant in any other calendar year; (B) the reimbursements hereunder for expenses for which a Participant is entitled to be reimbursed shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive, (B) any applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits shall hereunder may not be liquidated or exchanged for any other benefit. (b) Withholding. All payments and benefits under the Plan will be subject to liquidation 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 statements 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 representations 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 Company or any of their affiliates have any its agents. The Participant understands that 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.
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Revance Therapeutics, Inc. contract
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 Application of Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Participant's termination of employment with the Company, the Participant is a "specified employee" as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, "Section 409A"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first business day to occur following the date that is six (6) months following Participant's termination of employment with the Company (or the earliest date as is permitted under Section 409A); and (ii) To if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under the Plan are deferred pursuant to this Section 6 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 6 without any interest thereon. The Company shall consult with Participant in good faith regarding the implementation of this Section 6; provided, that neither the Company nor any of its employees or representatives shall have any liability to Participant with respect thereto. Notwithstanding anything to the contrary herein, to the extent required to prevent the imposition of taxes or penalties under Code by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement the Plan providing for the payment of any amount amounts or benefit benefits 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 "resignation," "termination," "termination of employment" or like terms shall mean "separation separation from service." service. For purposes of Section 409A, each payment made under the Plan shall be designated as a "separate payment" within the meaning of the Section 409A. Notwithstanding anything to the contrary in this Agreement, if herein, except to the Executive is deemed on extent any expense, reimbursement or in-kind benefit provided pursuant to the date Plan does not constitute a "deferral of termination to be a "specified employee" compensation" 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 the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant in any other calendar year; (B) the reimbursements hereunder for expenses for which a Participant is entitled to be reimbursed shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive, (B) any applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits shall hereunder may not be liquidated or exchanged for any other benefit. (b) Withholding. All payments and benefits under the Plan will be subject to liquidation 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 statements 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 representations 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 Company or any of their affiliates have any its agents. The Participant understands that 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.
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Tax Matters. (a) WITHHOLDING. The Company may withhold from any Withholding. All payments and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may benefits provided hereunder shall be subject to tax withholdings required to be withheld pursuant to any by applicable law or regulation. and other standard payroll deductions. (b) SECTION 409A COMPLIANCE. Code Section 409A. (i) Compliance. The intent of the parties is that payments and benefits under this Agreement are ...be exempt from from, or comply with with, Section 409A of the Internal Revenue Code Section 409A of 1986, as amended, and the regulations issued thereunder, and all notices, rulings and other guidance promulgated thereunder (collectively "Code Section issued by the Internal Revenue Service interpreting the same (collectively, "Section 409A") so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted, this permitted under Section 409A, the Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be in compliance therewith. To the extent liable for any tax, interest or penalties that may be imposed on Tague by Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, except for any such modification shall be made in good faith additional taxes and shall, interest or damages that result from the Company's failure to comply with the maximum extent reasonably possible, maintain the original intent and economic benefit terms of this Agreement or those of any plan or award agreement referred to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. herein. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a Termination as Separation from Service. The termination of Tague's employment shall not be deemed to have occurred on the Date of Termination constitutes a "separation from service" within the meaning of Section 409A for purposes of any provision of this Agreement or other arrangement providing for the payment of any amount amounts or benefit benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, 409A, and for purposes of any such provision of this Agreement, references to a "resignation from employment," "termination," "terminate," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything also refer 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 Tague's "separation from service" on the Date of the Executive, Termination. (iii) Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs 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 expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Tague incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses 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 benefits, except as permitted by 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, (B) the amount of expenses eligible for reimbursement, reimbursements or in-kind benefits provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other taxable year. (iv) For purposes year, provided, however, that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue Code Section 409A, solely because such expenses are subject to a limit related to the Executive's right period the arrangement is in effect. 9 16. Acceptance; Consideration of Agreement. Tague further acknowledges that he has been provided twenty-one (21) days to receive installment payments pursuant to consider and accept this Agreement shall be treated as a right from the date it was first given 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 him, although he may accept it at any time 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. those twenty-one (21) days.
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Tax Matters. (a) WITHHOLDING. The Company may withhold Notwithstanding anything anywhere to the contrary, this Agreement is intended to be interpreted and applied so that the payment and the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or any and all regulations or guidance thereunder ("Section 409A") or shall comply with the requirements of Section 409A. To the extent that any amounts payable in accordance with this Agreement are subject to Section 409A,... this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Notwithstanding anything anywhere to the contrary, if the Executive is a "specified employee" (within the meaning of Section 409A), any payments or arrangements due upon a termination of the Executive's employment under any arrangement that constitutes a "deferral of compensation" (within the meaning of Section 409A), and which do not otherwise qualify under the exemptions under Treas. Reg. Section 1.409A, shall be delayed and paid or provided on the earlier of (i) the date which is six months after the Executive's "separation from service" (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of the Executive's death. Each series of payments under this Agreement or otherwise such federal, state and local taxes shall be treated as may be required to be withheld pursuant to any applicable law separate payments for purposes of Section 409A. "Termination of employment," "resignation" or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent words 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, similar import, as used in this Agreement shall be interpreted mean with respect to be in compliance therewith. To the extent that any provision hereof is modified in order payments subject to comply with Code Section 409A, such modification shall be made in good faith and shall, the Executive's "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the maximum extent reasonably possible, maintain the original intent and economic benefit to delivery of a release by the Executive and the Company could occur in either 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 two calendar years, 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 will occur 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) second calendar year. To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code subject to Section 409A, (A) (x) all such expenses or other reimbursements hereunder shall be made paid 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) (y) 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, year, and (z) the Executive's right to receive installment payments pursuant such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. Nothing in this Agreement shall be treated construed as a right guarantee of any particular tax treatment to receive a series of separate and distinct payments. Whenever a payment the Executive. The Executive shall be solely responsible for the tax consequences with respect to all amounts payable 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 Agreement, and (ii) in no event shall the Company, Parent or any of their affiliates Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A. - 11 - 16. Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (x) when delivered personally to such Person, (y) provided that a written acknowledgment of receipt is obtained, five (5) days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the Executive address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days' advance notice given in accordance with respect this Section 16), or (z), on the first business day after it is sent by portable document format ("pdf") to any additional taxes, penalties or interest that may be imposed on Executive under Code the email address set forth below (or to such other email address as shall have specified by ten days' advance notice given in accordance with this Section 409A. 16). If to the Company: Protective Insurance Corporation 111 Congressional Blvd., Suite 500 Carmel, IN 46032 Attention: General Counsel Email: ***@*** If to the Executive: The address of the Executive's principal residence (or his personal email address) as it appears in the Company's records, with a copy to him (during the Term) at the Company's office in Carmel, IN.
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Protective Insurance Corp contract
Tax Matters. (a) WITHHOLDING. The Company may withhold Notwithstanding anything anywhere to the contrary, this Agreement is intended to be interpreted and applied so that the payment and the benefits set forth herein shall either be exempt from the requirements of Section 409A of the Code or any and all regulations or guidance thereunder ("Section 409A") or shall comply with the requirements of Section 409A. To the extent that any amounts payable in accordance with this Agreement are subject to Section 409A,... this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Notwithstanding anything anywhere to the contrary, if the Executive is a "specified employee" (within the meaning of Section 409A), any payments or arrangements due upon a termination of the Executive's employment under any arrangement that constitutes a "deferral of compensation" (within the meaning of Section 409A), and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A, shall be delayed and paid or provided on the earlier of (i) the date which is six months after the Executive's "separation from service" (as such term is defined in Section 409A) for any reason other than death, and (ii) the date of the Executive's death. Each series of payments under this Agreement or otherwise such federal, state and local taxes shall be treated as may be required to be withheld pursuant to any applicable law separate payments for purposes of Section 409A. "Termination of employment," "resignation" or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent words 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, similar import, as used in this Agreement shall be interpreted mean with respect to be in compliance therewith. To the extent that any provision hereof is modified in order payments subject to comply with Code Section 409A, such modification shall be made in good faith and shall, the Executive's "separation from service" as defined by Section 409A. If any payment subject to Section 409A is contingent on the maximum extent reasonably possible, maintain the original intent and economic benefit to delivery of a release by the Executive and the Company could occur in either 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 two calendar years, 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 will occur 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) second calendar year. To the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code subject to Section 409A, (A) all such expenses or other reimbursements hereunder shall be made paid 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, year, and (iii) the Executive's right to receive installment payments pursuant such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for any other benefit. Nothing in this Agreement shall be treated construed as a right guarantee of any particular tax treatment to receive a series of separate and distinct payments. Whenever a payment the Executive. The Executive shall be solely responsible for the tax consequences with respect to all amounts payable 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 Agreement, and (ii) in no event shall the Company, Parent or any of their affiliates Company have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A. 17. Notices. Any notice, consent, demand, request, or other communication given to a Person in connection with this Agreement shall be in writing and shall be deemed to have been given to such Person (x) when delivered personally to such Person or (y), provided that a written acknowledgment of receipt is obtained, five days after being sent by prepaid certified or registered mail, or two days after being sent by a nationally recognized overnight courier, to the Executive address (if any) specified below for such Person (or to such other address as such Person shall have specified by ten days' advance notice given in accordance with respect this Section 17) or (z), on the first business day after it is sent by portable document format ("pdf") to any additional taxes, penalties or interest that may be imposed on Executive under Code the email address set forth below (or to such other email address as shall have specified by ten days' advance notice given in accordance with this Section 409A. 17). If to the Company: Protective Insurance Corporation 111 Congressional Blvd., Suite 500 Carmel, IN 46032 Attention: General Counsel Email: swignall@protectiveinsurance.com If to the Executive: The address of the Executive's principal residence (or his personal email address) as it appears in the Company's records, with a copy to him (during the Term) at the Company's office in Carmel, IN.
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Protective Insurance Corp contract
Tax Matters. (a) WITHHOLDING. The Company may withhold from any a. Withholding. All payments and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may benefits provided hereunder shall be subject to tax withholdings required to be withheld pursuant to any by applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) and other standard payroll deductions. b. Code Section 409A. i. Compliance. The intent of the parties is that payments and benefits under this Agree...ment are be exempt from from, or comply with with, Section 409A of the Internal Revenue Code Section 409A of 1986, as amended, and the regulations issued thereunder and all notices, rulings and other guidance promulgated thereunder (collectively "Code Section issued by the Internal Revenue Service interpreting the same (collectively, "Section 409A") so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted, this permitted under Section 409A, the Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be in compliance therewith. To the extent liable for any tax, interest or penalties that may be imposed on Zimmerman by Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, except for any such modification shall be made in good faith additional taxes and shall, interest or damages that result from the Company's willful failure to comply with the maximum extent reasonably possible, maintain the original intent and economic benefit terms of this Agreement or those of any plan or award agreement referred 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 herein. ii. Termination as Separation from Service. The termination of Zimmerman's employment shall not be deemed to have occurred on the Separation Date constitutes a "separation from service" within the meaning of Section 409A for purposes of any provision of this Agreement or other arrangement providing for the payment of any amount amounts or benefit benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, 409A, and for purposes of any such provision of this Agreement, references to a "resignation from employment," "termination," "terminate," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything also refer 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 Zimmerman's "separation from service" of on the Executive, Separation Date. iii. Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs 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 expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Zimmerman incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses 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 benefits, except as permitted by 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, (B) the amount of expenses eligible for reimbursement, reimbursements or in-kind benefits provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other taxable year. (iv) For year, provided, however, that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. iv. Installments as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for purposes of Code Section 409A, the Executive's right to receive each 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. payment.
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HERC HOLDINGS INC contract
Tax Matters. (a) WITHHOLDING. 7.1 The Company may shall withhold from any and all amounts payable under this Agreement or otherwise such applicable federal, state and local taxes taxes, social security and workers' compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement. 7.2 Notwithstanding anything herein to the contrary, this Agreement is intended to be withheld pursuant to any applicable law or regulation. (b) SECT...ION 409A COMPLIANCE. (i) The intent interpreted and applied so that the payment of the parties is that payments and benefits under set forth herein either shall either be exempt from the requirements of Section 409A of the Code ("Section 409A") or shall comply with the requirements of such provision. Notwithstanding any provision of this Agreement are exempt to the contrary, if Executive is a "specified employee" within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive's employment under any arrangement that constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six (6) months after Executive's "separation from or comply with Internal Revenue Code service" (as such term is defined in Section 409A and the regulations and other published guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to thereunder) for any reason other than death; and (b) the maximum extent permitted, this Agreement date of Executive's death. 7.3 After any Termination Date, Executive shall be interpreted to be in compliance therewith. To the extent have no duties or responsibilities that any provision hereof is modified in order to comply are inconsistent 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 having a "separation from service" within the meaning of Code Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a "separation from service" as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year 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 payment to be made under this Agreement which constitutes a "specified employee" "nonqualified deferral of compensation" within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company. 7.4 Any amounts otherwise payable to Executive following a termination of employment that term under Code are not so paid by reason of this Section 409A(a)(2)(B), then with regard to 7 shall be paid as soon as practicable following, and in any payment or event within thirty (30) days following, the provision of any benefit date that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation six (6) months after Executive's 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 service (or, if earlier, the date of such "separation from service" Executive's death) together with interest on the delayed payment at the Company's cost of the Executive, borrowing. All reimbursements 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 in-kind 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 provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. 9 (iii) requirements of Section 409A. 7.5 To the extent that any reimbursements pursuant to Section 4 or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code otherwise are taxable to Executive, any reimbursement payment due to Executive pursuant to such Section 409A, (A) all expenses or other reimbursements hereunder shall be made paid to Executive on or prior to before the last day of the Executive's taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right related expense was incurred. The reimbursements pursuant to reimbursement Section 4 or in-kind benefits shall otherwise are not be subject to liquidation or exchange for another benefit, benefit and (C) no the amount of such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided reimbursements that Executive receives in any one taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, amount of such reimbursements that Executive receives in any other taxable year. (iv) For purposes 8. Confidentiality, Invention Assignment and Non-Competition Agreement. Executive agrees to be bound by the terms of Code Section 409A, the Executive's right to receive installment payments pursuant to Employee Confidentiality, Invention Assignment and Non-Compete Agreement, a copy of which is attached hereto as Exhibit B and incorporated herein by reference (the "Non-Compete Agreement"). Except as expressly set forth in this Agreement and the Non-Compete Agreement, Executive 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 contractual or similar restrictions on his right to terminate his employment hereunder or on his activities after 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. Termination Date.
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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 Application of Code Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Participant's termination of employment with the Company, the Participant is a "specified employee" as defined in Section 409A of the Code and the applicable guidance and regulations thereunder (collectively, "Section 409A"), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Participant) until the first business day to occur following the date that is six (6) months following the date of the Participant's Qualifying Termination with the Company or any Successor Corporation (or the earliest date as is permitted under Section 409A); and (ii) To if any other payments of money or other benefits due to Participant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under the Plan are deferred pursuant to this Section 6 in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified under this Section 6 without any interest thereon. The Company shall consult with Participant in good faith regarding the implementation of this Section 6; provided, that neither the Company nor any of its employees or representatives shall have any liability to Participant with respect thereto. Notwithstanding anything to the contrary herein, to the extent required to prevent the imposition of taxes or penalties under Code by Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement the Plan providing for the payment of any amount amounts or benefit benefits 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 "resignation," "termination," "termination of employment" or like terms shall mean "separation separation from service." service. For purposes of Section 409A, each payment made under the Plan shall be designated as a "separate payment" within the meaning of the Section 409A. Notwithstanding anything to the contrary in this Agreement, if herein, except to the Executive is deemed on extent any expense, reimbursement or in-kind benefit provided pursuant to the date Plan does not constitute a "deferral of termination to be a "specified employee" compensation" 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 the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to a Participant in any other calendar year; (B) the reimbursements hereunder for expenses for which a Participant is entitled to be reimbursed shall be made on or prior to before the last day of the taxable calendar year following the taxable calendar year in which such expenses were incurred by the Executive, (B) any applicable expense is incurred; and (C) the right to payment or reimbursement or in-kind benefits shall hereunder may not be liquidated or exchanged for any other benefit. (b) Withholding. All payments and benefits under the Plan will be subject to liquidation or exchange all applicable deductions and withholdings, including, without limitation, obligations to withhold for another benefit, federal, state, provincial, foreign 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 local income 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. employment taxes.
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Aravive, Inc. contract
Tax Matters. (a) WITHHOLDING. 7.1 The Company may shall withhold from any and all amounts payable under this Agreement or otherwise such applicable federal, state and local taxes taxes, social security and workers' compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement. 7.2 Notwithstanding anything herein to the contrary, this Agreement is intended to be withheld pursuant to any applicable law or regulation. (b) SECT...ION 409A COMPLIANCE. (i) The intent interpreted and applied so that the payment of the parties is that payments and benefits under set forth herein either shall either be exempt from the requirements of Section 409A of the Code ("Section 409A") or shall comply with the requirements of such provision. Notwithstanding any provision of this Agreement are exempt to the contrary, if Executive is a "specified employee" within the meaning of Section 409A, any payments or arrangements due upon a termination of Executive's employment under any arrangement that constitutes a "nonqualified deferral of compensation" within the meaning of Section 409A and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption or the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), shall be delayed and paid or provided on the earlier of (a) the date which is six (6) months after Executive's "separation from or comply with Internal Revenue Code service" (as such term is defined in Section 409A and the regulations and other published guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to thereunder) for any reason other than death; and (b) the maximum extent permitted, this Agreement date of Executive's death. 7.3 After any Termination Date, Executive shall be interpreted to be in compliance therewith. To the extent have no duties or responsibilities that any provision hereof is modified in order to comply are inconsistent 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 having a "separation from service" within the meaning of Code Section 409A as of the Termination Date and, notwithstanding anything in the Agreement to the contrary, distributions upon termination of employment of nonqualified deferred compensation may only be made upon a "separation from service" as determined under Section 409A and such date shall be the Termination Date for purposes of this Agreement. Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. In no event may Executive, directly or indirectly, designate the calendar year 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 payment to be made under this Agreement which constitutes a "specified employee" "nonqualified deferral of compensation" within the meaning of Section 409A and to the extent an amount is payable within a time period, the time during which such amount is paid shall be in the discretion of the Company. 7.4 Any amounts otherwise payable to Executive following a termination of employment that term under Code are not so paid by reason of this Section 409A(a)(2)(B), then with regard to 7 shall be paid as soon as practicable following, and in any payment or event within thirty (30) days following, the provision of any benefit date that is considered "nonqualified deferred compensation" under Code Section 409A payable on account of a "separation six (6) months after Executive's 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 service (or, if earlier, the date of such "separation from service" Executive's death) together with interest on the delayed payment at the Company's cost of the Executive, borrowing. All reimbursements 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 in-kind 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 provided under this Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. 9 (iii) requirements of Section 409A. 7.5 To the extent that any reimbursements pursuant to Section 4.3 or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code otherwise are taxable to Executive, any reimbursement payment due to Executive pursuant to such Section 409A, (A) all expenses or other reimbursements hereunder shall be made paid to Executive on or prior to before the last day of the Executive's taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right related expense was incurred. The reimbursements pursuant to reimbursement Section 4.3 or in-kind benefits shall otherwise are not be subject to liquidation or exchange for another benefit, benefit and (C) no the amount of such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided reimbursements that Executive receives in any one taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, amount of such reimbursements that Executive receives 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.
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Tax Matters. (a) WITHHOLDING. The Company may withhold from any a. Withholding. All payments and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may benefits provided hereunder shall be subject to tax withholdings required to be withheld pursuant to any by applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) and other standard payroll deductions. b. Code Section 409A. i. Compliance. The intent of the parties is that payments and benefits under this Agree...ment are be exempt from from, or comply with with, Section 409A of the Internal Revenue Code Section 409A of 1986, as amended, and the regulations issued thereunder and all notices, rulings and other guidance promulgated thereunder (collectively "Code Section issued by the Internal Revenue Service interpreting the same (collectively, "Section 409A") so as to avoid the additional tax and penalty interest provisions contained therein and, accordingly, to the maximum extent permitted, this permitted under Section 409A, the Agreement shall be interpreted to maintain exemption from or compliance with its requirements. In no event whatsoever shall the Company be in compliance therewith. To the extent liable for any tax, interest or penalties that may be imposed on Frissora by Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, except for any such modification shall be made in good faith additional taxes and shall, interest or damages that result from the Company's willful failure to comply with the maximum extent reasonably possible, maintain the original intent and economic benefit terms of this Agreement or those of any plan or award agreement referred 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 herein. ii. Termination as Separation from Service. The termination of Frissora's employment shall not be deemed to have occurred on the Separation Date constitutes a "separation from service" within the meaning of Section 409A for purposes of any provision of this Agreement or other arrangement providing for the payment of any amount amounts or benefit benefits subject to Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A and, 409A, and for purposes of any such provision of this Agreement, references to a "resignation from employment," "termination," "terminate," "termination of employment" or like terms shall mean "separation from service." Notwithstanding anything also refer 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 Frissora's "separation from service" of on the Executive, Separation Date. iii. Payments for Reimbursements, In-Kind Benefits. All reimbursements for costs 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 expenses under this Agreement shall be paid in no event later than the end of the calendar year following the calendar year in which Frissora incurs such expense. With regard to any provision herein that provides for reimbursement of costs and expenses 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 benefits, except as permitted by 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, (B) the amount of expenses eligible for reimbursement, reimbursements or in-kind benefits provided in during any taxable year shall in any way not affect the expenses eligible for reimbursement, reimbursement or in-kind benefits to be provided, provided in any other 10 taxable year. (iv) For year, provided, however, that the foregoing clause (B) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. iv. Installments as Separate Payment. If under this Agreement, an amount is paid in two or more installments, for purposes of Code Section 409A, the Executive's right to receive each 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. payment.
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HERC HOLDINGS INC contract
