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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. (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) (i) 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) (ii) 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 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.
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Protective Insurance Corp contract
Tax Matters. (a) WITHHOLDING. The Company Company, its subsidiaries and affiliates may withhold from any and all amounts payable under this Agreement such Federal, state, local or otherwise such federal, state and local foreign taxes or social security charges as may shall 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 comply with, or be exempt from or comply with Intern...al Revenue Code from, Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively "Code Section "Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that therewith or exempt therefrom. Notwithstanding any other 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 this Agreement, none of the applicable provision without violating the provisions of Code Section 409A. (ii) To the extent required Company, its subsidiaries or affiliates guarantees any tax result with respect to prevent the imposition of payments or benefits provided hereunder. Executive is responsible for all taxes or penalties under Code Section 409A, a termination of employment shall not be deemed owed with respect to have occurred for purposes of all such payments and benefits. (b) Notwithstanding any provision of this Agreement providing for to the payment contrary, in the event that Executive is a "specified employee" within the meaning of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a "Specified Employee"), any amount payments or benefit upon benefits that are considered non-qualified deferred compensation under Section 409A payable under this Agreement on account of a "separation from service" during the six-month period immediately following the Date of Termination shall, to the extent necessary to comply with Section 409A, instead be paid, or provided, as the case may be, on the first business day after the date that is six months following a termination of employment unless such termination is also a Executive'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 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) (c) For purposes of Code Section 409A, the Executive'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 In no event shall may Executive, directly or indirectly, designate the calendar year of any payment or benefit to be made under this Agreement that constitutes "nonqualified is considered nonqualified deferred compensation" compensation, subject to Section 409A. With regard to any provision herein that provides for purposes reimbursement of Code costs and 9 expenses or in-kind benefits that are deferred compensation subject to Section 409A 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to offset by liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other amount unless otherwise permitted by Code Section 409A taxable year and (ii) (iii) such payments shall be made on or before the last day of Executive's taxable year following the taxable year in no event shall which 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. expense occurred.
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SUNPOWER CORP contract
Tax Matters. (a) WITHHOLDING. 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. Section 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or ...comply with from, Section 409A of the Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code of 1986, as amended ("Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To the extent liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (ii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time in accordance with Section 409A, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments and benefits due within six months following such termination that are payable as the result of a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-l(b)(9)(iii)(A)), will be, to the extent required by Code Section 409A, delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (x) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (y) the date of your death (provided that the foregoing shall not result in any payment being made earlier than it would have been made absent such death), and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. 8 (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 will 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 service" (within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or 409A). (iv) Any taxable reimbursement of costs and expenses by 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 Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (v) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vi) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 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. SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply with ...Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To the extent liable for any additional tax, interest or penalties that may be imposed on you by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (ii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. 6 (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be 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 for purposes 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 benefits. (iv) Any taxable reimbursement of costs and expenses by the Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (v) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vi) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 and all amounts payable under this Agreement and Release or otherwise (including, without limitation, in respect of any payments under the Phase 1 and Phase 2 portions of the CIP Award and the Outstanding ICP LTI Award) such federal, state and local state, local, or non-U.S. taxes or other applicable deductions as may be required to be withheld pursuant to any applicable law or regulation. (b) SECTION 409A COMPLIANCE. (i) The intent of the parti...es Parties is that payments and benefits under this Agreement are and Release comply with, or be exempt from or comply with from, Section 409A ("Code Section 409A") of the Internal Revenue Code Section 409A of 1986, as amended (the "Code"), and the regulations Treasury Regulations and other interpretive guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement and Release shall be interpreted to be in compliance therewith. To In no event shall any member of the extent Company Group or any of their respective directors, managers, officers, members, employees, consultants or advisers be liable for any additional tax, interest, or penalty that may be imposed on Employee by Code Section 409A or any provision hereof is modified in order 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 of Code Section 409A. (ii) To the extent required to prevent the imposition of taxes or penalties under Code Section 409A, a A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement and Release 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 Code 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" or like terms shall mean "separation from service." Notwithstanding anything 409A, to the contrary in this Agreement, if the Executive extent necessary to comply with Code Section 409A. If 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), then 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 at the date which is the earlier of (A) (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, Employee, and (B) (ii) the date of the Executive's death, to the extent required under Code Section 409A. Employee's 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) 22 (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 Employee in a lump sum, sum and all any remaining payments and benefits due under this Agreement and Release shall be paid or provided in accordance with the normal payment dates specified for them herein. 9 (iii) To With regard to any provision in this Agreement and Release that provides for reimbursement of expenses, (i) any taxable reimbursement of costs and expenses by the extent that reimbursements or other in-kind benefits Company provided for 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 in accordance with the last day Company's applicable policy and in no event later than December 31 of the taxable calendar year next following the taxable calendar year in which such the expenses were incurred by to be reimbursed are incurred; (ii) the Executive, (B) any right to reimbursement or in-kind benefits shall is not be subject to liquidation or exchange for another benefit, benefit; and (C) no such reimbursement, (iii) the amount of expenses eligible for reimbursement, or in-kind benefits provided in reimbursement during any taxable year shall in any way not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, reimbursement 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 and Release shall be treated as a right to receive a series of separate and distinct payments. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under this Agreement and Release that is considered nonqualified deferred compensation. Whenever a payment under this Agreement and Release 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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TELLURIAN 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. SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply with ...Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To liable for any additional tax, interest or penalties that may be imposed on the extent that Employee by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (ii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be 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 for purposes 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 benefits. 8 (iv) Any taxable reimbursement of costs and expenses by the Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (v) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vi) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 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. (b)SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply wi...th Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To liable for (ii) any additional tax, interest or penalties that may be imposed on the extent that Employee by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (iii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-l (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. (iv) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 tenns will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be 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 for purposes 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 benefits. (v) Any taxable reimbursement of costs and expenses by the Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section I 05(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (vi) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vii) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 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. SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply with ...Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To liable for any additional tax, interest or penalties that may be imposed on the extent that Employee by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (ii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-1 (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. 8 (iii) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be 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 for purposes 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 benefits. (iv) Any taxable reimbursement of costs and expenses by the Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (v) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vi) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 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. SECTIONS 409A. (i) The Although the Company does not guarantee the tax treatment of any payments under this Agreement, the intent of the parties is that payments and benefits under this Agreement are comply with, or be exempt from or comply with ...Internal Revenue from, Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall will be interpreted to in accordance with the foregoing. In no event whatsoever will the Company be in compliance therewith. To liable for (ii) any additional tax, interest or penalties that may be imposed on the extent that Employee by Code Section 409A or any provision hereof is modified in order damages for failing to comply with Code Section 409A, such modification shall be made 409A. (iii) Notwithstanding any provision in good faith and shall, this Agreement or elsewhere to the maximum extent reasonably possible, maintain contrary, if on your date of termination you are deemed to be a "specified employee" within the original intent and economic benefit to the Executive and the Company of the applicable provision without violating the provisions meaning of Code Section 409A. (ii) To 409A and using the extent required identification methodology selected by the Company from time to prevent time, or if none, the imposition of taxes or penalties default methodology under Code Section 409A, any payments or benefits due upon a termination of your employment under any arrangement that constitutes a "deferral of compensation" within the meaning of Code Section 409A (whether under this Agreement, any other plan, program, payroll practice or any equity grant) and which do not otherwise qualify under the exemptions under Treas. Regs. Section 1.409A-l (including without limitation, the short-term deferral exemption and the permitted payments under Treas. Regs. Section 1.409A-1(b)(9)(iii)(A)), will be delayed and paid or provided to you in a lump sum (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay), on the earlier of (i) the date which is six months and one day after your separation from service (as such term is defined in Code Section 409A) for any reason other than death, and (ii) the date of your death, and any remaining payments and benefits will be paid or provided in accordance with the normal payment dates specified for such payment or benefit. (iv) Notwithstanding anything in this Agreement or elsewhere to the contrary, a termination of employment shall will 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 that constitute "non-qualified deferred compensation" within the meaning of Code Section 409A upon or following a termination of your 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 will mean "separation from service." Notwithstanding anything to service" and the contrary in this Agreement, if the Executive is deemed on date of such separation from service will be 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 for purposes 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 benefits. (v) Any taxable reimbursement of costs and expenses by the Company 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 for under this Agreement shall will be paid or provided made in accordance with the normal payment dates specified for them herein. 9 (iii) To the extent that reimbursements or other in-kind benefits under Company's applicable policy and this Agreement constitute "nonqualified deferred compensation" but in no event later than December 31 of the calendar year next following the calendar year in which the expenses to be reimbursed are incurred. With regard to any provision in this Agreement that provides for purposes reimbursement of expenses or in-kind benefits, except as permitted by Code Section 409A, (A) all expenses or other reimbursements hereunder shall be made on or prior to (x) 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 is not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, (y) the amount of expenses eligible for reimbursement, or in-kind benefits benefits, provided in during any taxable year shall in any way will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) For purposes year, provided that the foregoing clause (y) will not be violated with regard to expenses reimbursed under any arrangement covered by Section I 05(b) of the Code Section 409A, solely because such expenses are subject to a limit related to 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. period the arrangement is in effect. (vi) Whenever a payment under this Agreement specifies may be paid within a payment period with reference to a number of days, specified period, the actual date of payment within the specified period shall will be within the sole discretion of the Company. (v) Notwithstanding (vii) With regard to any other provision of this Agreement to the contrary, (i) in no event shall any payment or benefit installment payments provided for under this Agreement that constitutes "nonqualified deferred compensation" Agreement, each installment thereof will be deemed a separate payment 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 compensation and all amounts benefits payable under this Agreement all applicable federal, state, local, or otherwise such federal, state other taxes, and local taxes as may be required to be withheld pursuant to any other applicable law or regulation. withholdings and tax related requirements. (b) SECTION 409A COMPLIANCE. 409A. (i) The Although the Company does not guarantee the tax treatment of any payments or benefits under this Agreement, th...e intent of the parties Parties is that the payments and benefits under this Agreement are be exempt from or or, to the extent not exempt, comply with Internal Revenue Code with, Section 11 409A of the Code, and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") "Section 409A"), and, accordingly, to the maximum extent permitted, possible, this Agreement shall will be interpreted to and construed consistent with such intent. Notwithstanding the foregoing, the Company does not guarantee any particular tax result, and in no event whatsoever will the Company, its affiliates, or their respective officers, directors, employees, counsel or other service providers, be in compliance therewith. To liable for any tax, interest or penalty that may be imposed on the extent that any provision hereof is modified in order Executive by 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 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 hereunder constitute "nonqualified deferred "deferred compensation" for purposes of Code subject to Section 409A, (A) (x) all expenses or other reimbursements hereunder shall will 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) (y) any right to reimbursement or in-kind benefits shall will not be subject to liquidation or exchange for another benefit, and (C) (z) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall will in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. (iv) (iii) 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 hereunder 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 (iv) Any other provision of this Agreement to the contrary, (i) contrary notwithstanding, in no event shall will any payment or benefit under this Agreement hereunder that constitutes "nonqualified deferred "deferred compensation" for purposes of Code subject to Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A. (v) A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that constitute "deferred compensation" subject to Section 409A and (ii) upon or following a termination of employment, unless such termination is also a "separation from service" within the meaning of Section 409A, and, for purposes of any such provision, all references in no event shall this Agreement to the Executive's "termination", "termination of employment" or like terms will mean the Executive's "separation from service" with the Company, Parent and the date of such separation from service will be the date of termination for purposes of any such payment or benefit. (vi) Notwithstanding any other provision of their affiliates this Agreement to the contrary, if, at the time of the Executive's separation from service, the Executive is a "specified employee" within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then the Company will defer the payment or commencement of any "deferred compensation" subject to Section 409A that is payable upon separation from service (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six (6) months following separation from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have any liability been paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter period, if applicable). 12 11. CLAWBACK. To the maximum extent permitted by applicable law, all amounts paid or provided to the Executive with respect hereunder shall be subject to any additional taxes, penalties clawback or interest recoupment policy that may be imposed on Executive under Code Section 409A. maintained by the Company from time to time, and the requirements of any law or regulation applicable to the Company and governing the clawback or recoupment of executive compensation, or as set forth in any final non-appealable order by any court of competent jurisdiction or arbitrator.
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