Category
Industry
Companies
Contracts
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 shall withhold from any and all amounts payable under this Agreement or otherwise such applicable federal, state 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 Employment Agreement. (b) Notwithstanding anything herein to the contrary, this Employment Agreement is intended to be withheld pursuant to any applicable l...aw or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent interpreted and applied so that the payment of the parties is that payments and benefits under this Agreement are set forth herein shall either be exempt from from, or in the alternative, comply with with, the requirements of Section 409A of the Internal Revenue Code Section 409A of 1986, as amended (the "Code"), and the regulations and published guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive 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 ("Section 409A"). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Employment Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Section 409A 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 Employment Agreement, references to a "termination," "termination of employment" "termination" or like terms shall mean "separation from service." Each payment under this Employment Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. 5 (c) Notwithstanding anything any provision of this Employment Agreement to the contrary in this Agreement, contrary, 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 the date of a Executive's "separation from service," such payment any payments or benefit 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 not be delayed and paid or provided on the earlier of (a) the date which is six months after Executive's "separation from service" for any reason other than death, or (b) the date of Executive's death. All tax gross-up payments provided under this Employment Agreement or any other agreement with Executive shall be made or provided until by the date end of Executive's taxable year next following Executive's taxable year in which is Executive remits the earlier related taxes, in accordance with the requirements 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 (d) All reimbursements 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 Employment Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. 9 (iii) requirements of Section 409A. To the extent that any reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other are taxable to Executive, such 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 to reimbursement or in-kind benefits related expense was incurred. Reimbursements shall 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.
View More
Found in
LAFAYETTE ENERGY CORP. 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 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
Tax Matters. (a) WITHHOLDING. The Company may shall withhold from any and all amounts payable under this Agreement or otherwise such applicable federal, state 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 Employment Agreement. (b) Notwithstanding anything herein to the contrary, this Employment Agreement is intended to be withheld pursuant to any applicable l...aw or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent interpreted and applied so that the payment of the parties is that payments and benefits under this Agreement are set forth herein shall either be exempt from from, or in the alternative, comply with with, the requirements of Section 409A of the Internal Revenue Code Section 409A of 1986, as amended (the "Code"), and the regulations and published guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive 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 ("Section 409A"). A termination of employment shall not be deemed to have occurred for purposes of any provision of this Employment Agreement providing for the payment of any amount amounts or benefit benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Section 409A 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 Employment Agreement, references to a "termination," "termination of employment" "termination" or like terms shall mean "separation from service." Each payment under this Employment Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. 3 (c) Notwithstanding anything any provision of this Employment Agreement to the contrary in this Agreement, contrary, 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 the date of a Executive's "separation from service," such payment any payments or benefit 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 not be delayed and paid or provided on the earlier of (a) the date which is six months after Executive's "separation from service" for any reason other than death, or (b) the date of Executive's death. All tax gross-up payments provided under this Employment Agreement or any other agreement with Executive shall be made or provided until by the date end of Executive's taxable year next following Executive's taxable year in which is Executive remits the earlier related taxes, in accordance with the requirements 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 (d) All reimbursements 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 Employment Agreement shall be paid made or provided in accordance with the normal payment dates specified for them herein. 9 (iii) requirements of Section 409A. To the extent that any reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other are taxable to Executive, such 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 to reimbursement or in-kind benefits related expense was incurred. Reimbursements shall 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.
View More
Found in
LAFAYETTE ENERGY CORP. contract
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under 6.1 Withholding, Taxes, Deductions. All forms of compensation referred to in this Agreement or otherwise such federal, state are subject to reduction to reflect applicable withholding and local payroll taxes and other deductions required by law as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) referenced in this Agreement. 6.2 Code Section 409A. The foll...owing provisions shall apply in connection with compliance with Code Section 409A: (a) The intent of the parties Parties is that payments and benefits under this the Agreement that are not exempt from or comply Section 409A of the Code shall be in compliance with Internal Revenue Code Section 409A and the (and regulations and guidance promulgated thereunder (collectively by the IRS and/or Treasury related to Code Section 409A) (together "Code Section 409A") and, accordingly, to the maximum extent permitted, this and the 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 (b) 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 amounts or benefit 7 taxable benefits subject to Code 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, of the Code, and for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" employment," "termination of the Term," or like terms shall mean "separation from service." Notwithstanding anything The determination of whether and when a separation from service has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, U.S. Treasury Regulation Section 1.409A-1(h) or any successor provision thereto. (c) It is intended that each installment, if any, of any payments and benefits provided hereunder to which Code Section 409A is applicable shall be treated as a separate "payment" for purposes of Code Section 409A. Neither the Company nor the Employee shall have the right to accelerate or defer the delivery of any such payments or benefits except to the contrary in this Agreement, if extent specifically permitted or required by Section 409A of the Executive is deemed on Code. (d) In the event, as of the date of termination to be the Employee's "separation from service," the Employee is a "specified employee" within (within the meaning of that term under Code Section 409A(a)(2)(B), 409A(a)(2)(B)), then with regard to any payment or the provision of any benefit that is considered "nonqualified deferred compensation" under subject to Code Section 409A payable on account (whether under this Agreement, or pursuant to any other agreement with, or plan, program, payroll practice of, the Company) and is due upon or as a result of a "separation the Employee's separation from service," service, such payment or benefit shall not be made or provided provided, to the extent making or providing such payment or benefit would result in additional taxes or interest under Section 409A of the Code, 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, service," 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 Employee's death and benefits delayed pursuant to this Section 16(b)(ii) (whether they would have otherwise been payable shall then be paid in a single sum as soon as practicable on or in installments in after the absence of date such delay) shall payment is permitted to be paid or reimbursed to the Executive in a lump sum, made under this paragraph. (e) All reimbursements and all remaining payments and in-kind benefits due provided under this Agreement or otherwise to the Employee, to the extent such payments or benefits are subject to Code Section 409A, shall be paid made or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To requirements of Section 409A of the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code and specifically, consistent with Treasury Regulation Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior 1.409A-3(i)(1)(iv). 6.3 Certain Excise Taxes. Notwithstanding anything to the last day contrary in this Agreement, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the taxable year following Code), and 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, payments and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided for in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in this Agreement, together with any other taxable year. (iv) For purposes of Code Section 409A, payments and benefits which the Executive's Employee has the right to receive installment from the Company or any of its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the payments pursuant to and benefits provided for in this Agreement shall be treated as a right to receive a series either (a) reduced (but not below zero) so that the present value of separate such total amounts and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, benefits received by the actual date of payment within Employee from the specified period shall Company and its affiliates will be within one dollar ($1.00) less than three times the sole discretion Employee's "base amount" (as defined in Section 280G(b)(3) of the Company. (v) Notwithstanding any other provision Code) and so that no portion of this Agreement to such amounts and benefits received by the contrary, (i) in no event Employee shall any payment or benefit under this Agreement that constitutes "nonqualified deferred compensation" for purposes of Code Section 409A be subject to offset the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other amount unless otherwise permitted applicable taxes, and as determined by Code the Company and its advisors in their sole discretion). Nothing in this Section 409A and (ii) in no event 6.3 shall require the Company, Parent Company to be responsible for, or any of their affiliates have 8 any liability to the Executive or obligation with respect to any additional taxes, penalties or interest that may be imposed on Executive to, the Employee's excise tax liabilities under Code Section 409A. 4999 of the Code.
View More
Found in
Passage BIO, 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 state, or 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 all payments, compensation and benefits under this Agreement contemplated hereunder that are exempt from or comply with subject to Section 409A of the Internal Revenue Code Section 409A of ...1986, as amended (the "Code"), and the regulations and guidance promulgated thereunder (collectively (collectively, "Code Section 409A") and, accordingly, to will be paid or provided in compliance with, or will be exempt from, all applicable requirements of Code Section 409A or an exemption therefrom, and the maximum extent permitted, provisions of this Agreement shall be interpreted construed and administered in accordance with and to implement such intent. In no event shall the Company or any of its subsidiaries or affiliates be in compliance therewith. To liable for any additional tax, interest or penalty that may be imposed on the extent that any provision hereof is modified in order Executive by Code Section 409A or damages for failing 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 409A. For purposes of Code Section 409A. (ii) To 409A, the extent required Executive's right to prevent receive any installment payment pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. In no event may the imposition of taxes Executive, directly or penalties under Code Section 409A, a termination of employment shall not be deemed to have occurred for purposes indirectly, designate the calendar year of any provision payment to be made under this Agreement. In no event shall the timing 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 Executive's execution of this Agreement, references to a "termination," "termination directly or indirectly, result in the Executive designating the calendar year of employment" or like terms shall mean "separation from service." payment. Notwithstanding anything in this Agreement to the contrary in this Agreement, contrary, 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 no payment or the provision of any benefit that is considered "nonqualified non-qualified deferred compensation" compensation under Code Section 409A and payable on account of a "separation from service," such payment or benefit service" shall not be made or provided until the date which is before 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. death (the "Delay Period"). Upon the expiration of the foregoing delay period, Delay Period, all payments and benefits delayed pursuant to this Section 16(b)(ii) 9(b) (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, 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 -8- 10. Severability. Subject to Section 6, the extent that reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes provisions 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 deemed severable. The invalidity or unenforceability 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 in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the contrary, (i) in no event shall fullest extent permitted by applicable. The failure of the Company to seek enforcement of any payment or benefit under provision of this Agreement that constitutes "nonqualified deferred compensation" in any instance or for purposes any period of Code Section 409A time shall not be subject construed as a waiver of such provision or of the Company's right to offset by any other amount unless otherwise permitted by Code Section 409A and (ii) seek enforcement of such provision 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. future.
View More
Tax Matters. (a) WITHHOLDING. The Company may withhold from any and all amounts payable under parties intend that 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 administered in accordance with 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 promul...gated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Code. To the extent that any provision hereof of this Agreement is modified ambiguous as to its compliance with, or exemption from, Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder either comply with, or are exempt from, Section 409A of the Code. The Parties agree that this Agreement may be amended as reasonably requested by either Party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to comply with Code Section 409A, such modification shall be made in good faith preserve the payments and shall, benefits provided hereunder without additional cost to the maximum extent reasonably possible, maintain the original intent either party. The Company makes no representation or warranty and economic benefit will have no liability to the Executive and the Company of the applicable provision without violating the Employee or any other person if any 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 are determined to constitute deferred compensation subject to Section 409A of the payment Code but do not satisfy an exemption from, or the conditions of, such Section. (b) Anything in this Agreement to the contrary notwithstanding, if at the time of any amount or benefit upon or following a termination of employment unless such termination is also a Employee's "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 Code, the Executive Company determines that Employee 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), 409A(a)(2)(B)(i) of the Code, then with regard to the extent any payment or the provision of any benefit that is considered "nonqualified deferred compensation" Employee becomes entitled to under Code Section 409A payable this Agreement on account of his separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a "separation from service," result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment or shall not be payable and such benefit shall not be made or provided until the date which that is the earlier of (A) six months and one day after Employee's separation from service or (B) Employee's death. If any such delayed cash payment is otherwise payable on an installment basis, the expiration first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the six (6)-month period measured from installments will be payable in accordance with their original schedule. (c) To the date of such "separation from service" extent that any payment or benefit described in this Agreement constitutes "non-qualified deferred compensation" under Section 409A of the Executive, Code, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration that such payment or benefit is payable upon Employee's termination of the foregoing delay period, all employment, then such payments and or 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 payable only upon Employee's "separation from service." The determination of whether and when a separation from service has occurred shall be made in accordance with the Executive presumptions set forth in a lump sum, Treasury Regulation Section 1.409A 1(h). (d) All in-kind benefits provided and all remaining payments and benefits due expenses eligible for reimbursement under this Agreement shall be paid provided by the Company or provided incurred by Employee during the time periods set forth in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that this Agreement. All 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 paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which such the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses were incurred by in one taxable year shall not affect the Executive, (B) in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits shall is 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. benefit.
View More
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, permitted under Section 409A, this 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 Executive by Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, except for 9 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 Executive's employment shall not be deemed to have occurred on the Termination 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 Executive's "separation from service" of on the Executive, Termination 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 Executive 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, 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 solely because such expenses are subject 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 limit related to the contrary, (i) period the arrangement is 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. effect.
View More
Tax Matters. (a) WITHHOLDING. The Company may shall withhold from any and all amounts payable under this Agreement or otherwise such applicable federal, state 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. (b) Notwithstanding anything herein to the contrary, this Agreement is intended to be withheld pursuant to any applicable law or regulation. (b) ...SECTION 409A COMPLIANCE. (i) The intent interpreted and applied so that the payment of the parties is that payments and benefits under this Agreement are set forth herein shall either be exempt from from, or in the alternative, comply with with, the requirements of Section 409A of the Internal Revenue Code Section 409A of 1986, as amended (the "Code"), and the regulations and published guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the Executive 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 ("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 amounts or benefit benefits upon or following a termination of employment that are considered "nonqualified deferred compensation" under Section 409A 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" "termination" or like terms shall mean "separation from service." Each payment under this Agreement or otherwise shall be treated as a separate payment for purposes of Section 409A. (c) Notwithstanding anything any provision of this Agreement to the contrary in this Agreement, contrary, 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 the date of a his "separation from service," such payment any payments or benefit 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 not be delayed and paid or provided on the earlier of (a) the date which is six months after Executive's "separation from service" for any reason other than death, or (b) the date of Executive's death. All tax gross-up payments provided under this Agreement or any other agreement with Executive shall be made or provided until by the date end of Executive's taxable year next following Executive's taxable year in which is Executive remits the earlier related taxes, in accordance with the requirements 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 3 (d) All reimbursements 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. To the extent that any reimbursements or other in-kind benefits under this Agreement constitute "nonqualified deferred compensation" for purposes of Code Section 409A, (A) all expenses or other are taxable to Executive, such 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 to reimbursement or in-kind benefits related expense was incurred. Reimbursements shall 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.
View More
Found in
Elephant Oil Corp. 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") or an ex...emption therefrom and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be construed and administered in compliance therewith. To the extent that any provision hereof is modified in order to comply accordance 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 intent. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the 7 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 "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 Employee's right to receive any 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 foregoing, the Company makes no event shall any payment or benefit representations that the payments and benefits provided 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 are exempt from, or compliant with, Code Section 409A and (ii) in no event shall the Company, Parent Company be liable for all or any portion of their affiliates have any liability taxes, penalties, interest or other expenses that Employee may incur on account of non-compliance with Code Section 409A. If any payment or benefit provided for herein would be subject to the Executive with respect to any additional taxes, penalties or taxes and interest that may be imposed on Executive under Code Section 409A. 409A if Employee's receipt of such payment or benefit is not delayed until the earlier of (a) the date of Employee's death or (b) the date that is six months after the Separation Date (such date, the "Section 409A Payment Date"), then such payment or benefit shall not be provided to Employee (or Employee's estate, if applicable) until the Section 409A Payment Date.
View More
Found in
Janus Parent, Inc. 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. 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 to the Executive with respect to if this Agreement does not meet any additional taxes, penalties or interest that may be imposed on Executive under Code applicable requirements of Section 409A.
View More
