409A CONSIDERATIONS Sample Clauses
The 409A Considerations clause addresses compliance with Section 409A of the Internal Revenue Code, which governs the tax treatment of nonqualified deferred compensation plans. This clause typically outlines how payments or benefits under the agreement will be structured to avoid adverse tax consequences, such as specifying payment timing, conditions for deferral, or restrictions on acceleration of payments. Its core function is to ensure that compensation arrangements do not inadvertently trigger penalties or additional taxes for employees or service providers, thereby protecting both parties from unintended tax liabilities.
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409A CONSIDERATIONS. (a) Subject to this Section 11, any severance payments or benefits that may be due under this Agreement shall begin only upon the date of the Executive’s “separation from service” (determined as set forth below) which occurs on or after the termination of Executive’s employment. The following rules shall apply with respect to distribution of the severance payments or benefits, if any, to be provided to the Executive under this Agreement, as applicable:
(i) It is intended that each installment of the severance payments or benefits under this Agreement provided under shall be treated as a separate “payment” for purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither the Company nor the Executive shall have the right to accelerate or defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A.
(ii) If, as of the date of the Executive’s “separation from service” from the Company, the Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments or benefits shall be made on the dates and terms set forth in this Agreement.
(iii) If, as of the date of the Executive’s “separation from service” from the Company, the Executive is a “specified employee” (within the meaning of Section 409A), then:
(A) Each installment of the severance payments or benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the Executive’s separation from service occurs, be paid within the short-term deferral period (as defined under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and shall be paid on the dates and terms set forth in this Agreement; and
(B) Each installment of the severance payments or benefits due under this Agreement that is not described in this Section 11(a)(iii) and that would, absent this subsection, be paid within the six-month period following the Executive’s “separation from service” from the Company shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, the Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is s...
409A CONSIDERATIONS. Executive and Company agree to use commercially reasonable efforts to cooperate, including by restructuring the timing of payments under this Agreement, to avoid the imposition of any additional tax, penalty or interest charge under Section 409A in respect of payments to Executive under this Agreement.
409A CONSIDERATIONS. To the extent that the final regulations under Section 409A of the Code require modifications to this Agreement in order to avoid that section’s penalty tax, the parties agree to discuss amending this Agreement accordingly. Notwithstanding the foregoing, to the extent the Company reasonably determines that any portion of the payments or benefits payable under this Agreement is subject to Section 409A of the Code, such portion of payments or benefits payable shall (i) to the extent required by Section 409A of the Code, be delayed for six months from the Termination Date or (ii) to the extent permitted under subsequent guidance from the Internal Revenue Service, be otherwise made to comply with such Section 409A requirements, provided, however, that any such action under this subsection (ii) that is more detrimental to Executive than that in subsection (i) shall only be made with Executive’s consent. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Executive shall not be considered to have terminated employment with the Company for purposes of the Agreement and no payments shall be due under the Agreement which are payable upon termination of employment until the Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A
409A CONSIDERATIONS. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Employee by Code Section 409A or any damages for failing to comply with Code Section 409A hereunder or otherwise. The reimbursement payment for costs, expenses or in-kind benefits provided for under Section 2(b) of this Agreement or otherwise, except as permitted by Code Section 409A, shall (i) be made no later than the end of the calendar year following the calendar year in which such costs, expenses or in-kind benefits were incurred or provided; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the amounts of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (other than with regard to a limit related to the period in which an arrangement is in effect (other than with regard to a limit related to the period in which the arrangement is in effect with regard to an arrangement subject to Section 105(b) of the Code), and (iii) the reimbursement or in-kind benefit cannot be liquidated or exchanged for any other benefit.
409A CONSIDERATIONS. The Executive acknowledges that this Agreement is intended to comply, to the extent applicable, with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and shall, to the extent practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Section 409A if and to the extent required to comply with Section 409A. If and to the extent any portion of any payment, compensation or other benefit provided to the Executive in connection with his separation from service (as defined in Section 409A) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and the Executive is a “specified employee” as defined in Section
409A CONSIDERATIONS. To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, in no event will such payments or reimbursements be made later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year will not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement will not be subject to liquidation or exchange for any other benefit. Subject to the foregoing, the relocation expenses will be paid within ten (10) business days of your delivery to the Company of receipts evidencing such expenses.
409A CONSIDERATIONS. Notwithstanding anything else contained herein to the contrary, the Company and Executive agree that any payment or benefit required to be made or provided to Executive hereunder upon his termination of employment (including pursuant to this Section V) shall be delayed to the date immediately following the six month anniversary of Executive’s date of termination to the extent necessary to avoid imposition on Executive of any tax penalty, including interest, imposed under Section 409A of the Code. Executive and the Company agree to use reasonable best efforts to cooperate, including by restructuring the timing of payments under this Agreement or the terms of the Options, to avoid the imposition of any additional tax or interest charge under Section 409A in respect of payments to Executive under this Agreement or the adjustment to the Options as a result of the Special Dividend as contemplated by Section III.C.4 above.
409A CONSIDERATIONS. To the extent that any payments or reimbursements provided to you under this Letter (including this section 4) are deemed to constitute compensation to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, in no event will such payments or reimbursements be made later than December 31 of the year following the year in which the expense was incurred; provided, however, that in no event shall any tax gross-up payment or any payment of any income or other taxes to be paid by the Company under this Section 4 be made later than the end of your taxable year next following your taxable year in which you remit the related taxes. The amount of any such payments eligible for reimbursement in one year will not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and your right to such payments or reimbursement will not be subject to liquidation or exchange for any other benefit. Subject to the foregoing, the relocation expenses will be paid within ten (10) business days of your delivery to the Company of receipts evidencing such expenses.
409A CONSIDERATIONS. To the extent that any payment under this Letter constitutes nonqualified deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and such payment would otherwise be payable hereunder by reason of a termination of your employment, then, to the extent required by Section 409A, all references to your termination of employment will be construed to mean a Separation of Service (as defined in the Severance Policy) and such amounts will only be paid upon or by reference to your Separation from Service. Notwithstanding the foregoing, no compensation or benefits, including without limitation any severance payments or benefits described in Section 2 shall be paid to you during the six (6)-month period following your Separation from Service if the Company determines that paying such amounts at the time or times indicated in this Letter would be a prohibited distribution under Section 409A. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six (6)-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), the Company shall pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such period, plus interest credited at the applicable federal rate in effect as of the Termination Date (as defined in the Severance Policy) provided for in Section 7872(f)(2)(A) of the Code. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
409A CONSIDERATIONS. Any payments of Aggregate Earn-Out Consideration which constitutes compensation shall be made within the time period specified in Section 2.8(e) unless payment of such amounts within the time periods so specified would not comply with the requirements of the “short-term deferral” provisions of Section 409A of the Code, if applicable, in which case they shall be paid within the time required by and in accordance with Treasury Regulation §1.409A-3(i)(5)(iv).