Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder). (ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code). (iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 3 contracts
Sources: Restricted Stock Unit Award Agreement (Owens Corning), Restricted Stock Unit Award Agreement (Owens Corning), Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) 16.1. To the extent applicable, it is intended that any payment to Mr. ▇▇▇▇▇▇ ▇nder this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without Mr. ▇▇▇▇▇▇'▇ ▇onsent. Jo▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ▇mployment Agreement — continued
16.2. If Mr. ▇▇▇▇▇▇ ▇s a key employee (as defined in Section 409A 416(i) of the Code and may be made by the Company (without the consent of the Holderregard to paragraph 5 thereof).
(ii) To except to the extent the Holder has a right permitted under Section 409A, no benefit or payment that is subject to receive payment pursuant to this Agreement, the payment is deferred compensation subject Section 409A (after taking into account all applicable exceptions to Section 409A, and the event triggering the right to payment does including but not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything limited to the contrary exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of Mr. ▇▇▇▇▇▇'▇ ▇eparation from service (as defined in Section 409A) with the Company until the later of —
16.2.1. The date prescribed for payment in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last ; and
16.2.2. The first day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, seventh calendar month that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months begins after the date of Mr. ▇▇▇▇▇▇'▇ ▇eparation from service (or, if earlier, the Holder’s separation date of service with the Company; (3) the Holder’s his death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) .)
16.3. All payments that were delayed by reason of the Code); or (5) a change in control event (within the meaning of Section 409A application of the Code).
date prescribed by Section 16.2.2, above (iiithe "Section 16.2.2 Date") Reference shall be aggregated and paid to Mr. ▇▇▇▇▇▇ ▇n the Section 409A 16.2.2 Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Code will also include any regulationsSection 16.2.2 Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 16.2.2 Date, or the Company shall pay any other guidance, promulgated with respect amounts provided for herein to such Section by the U.S. Department of extent and in the Treasury or the Internal Revenue Servicemanner provided in this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Sterling Construction Co Inc), Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction PeriodDetermination Date; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3C) the Holder’s death; (4D) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5E) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 2 contracts
Sources: Performance Share Unit Award Agreement (Owens Corning), Performance Share Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (ia) To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderEmployee. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company Corporation without the consent of the HolderEmployee).
(iib) To the extent the Holder Employee has a right to receive payment pursuant to this AgreementSections 1, 2 or 5, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this AgreementSections 1, 2 or 5 above, issuance of cash or Stock in the payment of the vested Units Award will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Employee on the earliest of: earlier of (Aa) the last day of the Restriction Period; (B) the HolderEmployee’s “separation from service” with the Company Corporation (determined in accordance with Section 409A of the Code409A); provided, providedhowever, that if the Holder Employee is a “specified employee” (within the meaning of Section 409A of the Code409A), the HolderEmployee’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the HolderEmployee’s separation of service with the CompanyCorporation; (3b) the Holderdate of the end of the Performance Period; (c) the Employee’s death; or (4d) the HolderEmployee’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iiic) Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 2 contracts
Sources: Performance Unit Award Agreement (Harris Corp /De/), Performance Share Unit Award Agreement (Harris Corp /De/)
Compliance with Section 409A of the Code. (i) 16.1. To the extent applicable, it is intended that any payment to Mr. ▇▇▇▇▇▇▇ ▇nder this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without Mr. ▇▇▇▇▇▇▇'▇ ▇onsent. Pa▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇mployment Agreement — continued
16.2. If Mr. ▇▇▇▇▇▇▇ ▇s a key employee (as defined in Section 409A 416(i) of the Code and may be made by the Company (without the consent of the Holderregard to paragraph 5 thereof).
(ii) To except to the extent the Holder has a right permitted under Section 409A, no benefit or payment that is subject to receive payment pursuant to this Agreement, the payment is deferred compensation subject Section 409A (after taking into account all applicable exceptions to Section 409A, and the event triggering the right to payment does including but not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything limited to the contrary exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of Mr. ▇▇▇▇▇▇▇'▇ ▇eparation from service (as defined in Section 409A) with the Company until the later of —
16.2.1. The date prescribed for payment in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last ; and
16.2.2. The first day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, seventh calendar month that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months begins after the date of Mr. ▇▇▇▇▇▇▇'▇ ▇eparation from service (or, if earlier, the Holder’s separation date of service with the Company; (3) the Holder’s his death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) .)
16.3. All payments that were delayed by reason of the Code); or (5) a change in control event (within the meaning of Section 409A application of the Code).
date prescribed by Section 16.2.2, above (iiithe "Section 16.2.2 Date") Reference shall be aggregated and paid to Mr. ▇▇▇▇▇▇▇ ▇n the Section 409A 16.2.2 Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Code will also include any regulationsSection 16.2.2 Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 16.2.2 Date, or the Company shall pay any other guidance, promulgated with respect amounts provided for herein to such Section by the U.S. Department of extent and in the Treasury or the Internal Revenue Servicemanner provided in this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Sterling Construction Co Inc), Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) 16.1. To the extent applicable, it is intended that any payment to Mr. ▇▇▇▇▇ ▇nder this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without Mr. ▇▇▇▇▇'▇ ▇onsent. Ja▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇mployment Agreement — continued
16.2. If Mr. ▇▇▇▇▇ ▇s a key employee (as defined in Section 409A 416(i) of the Code and may be made by the Company (without the consent of the Holderregard to paragraph 5 thereof).
(ii) To except to the extent the Holder has a right permitted under Section 409A, no benefit or payment that is subject to receive payment pursuant to this Agreement, the payment is deferred compensation subject Section 409A (after taking into account all applicable exceptions to Section 409A, and the event triggering the right to payment does including but not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything limited to the contrary exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of Mr. ▇▇▇▇▇'▇ ▇eparation from service (as defined in Section 409A) with the Company until the later of —
16.2.1. The date prescribed for payment in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last ; and
16.2.2. The first day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, seventh calendar month that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months begins after the date of Mr. ▇▇▇▇▇'▇ ▇eparation from service (or, if earlier, the Holder’s separation date of service with the Company; (3) the Holder’s his death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) .)
16.3. All payments that were delayed by reason of the Code); or (5) a change in control event (within the meaning of Section 409A application of the Code).
date prescribed by Section 16.2.2, above (iiithe "Section 16.2.2 Date") Reference shall be aggregated and paid to Mr. ▇▇▇▇▇ ▇n the Section 409A 16.2.2 Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Code will also include any regulationsSection 16.2.2 Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 16.2.2 Date, or the Company shall pay any other guidance, promulgated with respect amounts provided for herein to such Section by the U.S. Department of extent and in the Treasury or the Internal Revenue Servicemanner provided in this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Sterling Construction Co Inc), Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) 16.1. To the extent applicable, it is intended that any payment to ▇▇. ▇▇▇▇▇▇▇ under this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without ▇▇. ▇▇▇▇▇▇▇'▇ consent.
16.2. If ▇▇. ▇▇▇▇▇▇▇ is a key employee (as defined in Section 409A 416(i) of the Code and may be made by the Company (without the consent of the Holderregard to paragraph 5 thereof).
(ii) To except to the extent the Holder has a right permitted under Section 409A, no benefit or payment that is subject to receive payment pursuant to this Agreement, the payment is deferred compensation subject Section 409A (after taking into account all applicable exceptions to Section 409A, and the event triggering the right to payment does including but not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything limited to the contrary exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of ▇▇. ▇▇▇▇▇▇▇'▇ separation from service (as defined in Section 409A) with the Company until the later of —
16.2.1. The date prescribed for payment in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last ; and
16.2.2. The first day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, seventh calendar month that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months begins after the date of ▇▇. ▇▇▇▇▇▇▇'▇ separation from service (or, if earlier, the Holder’s separation date of service with the Company; (3) the Holder’s his death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) .)
16.3. All payments that were delayed by reason of the Code); or (5) a change in control event (within the meaning of Section 409A application of the Code).
date prescribed by Section 16.2.2, above (iiithe "Section 16.2.2 Date") Reference shall be aggregated and paid to ▇▇. ▇▇▇▇▇▇▇ on the Section 409A 16.2.2 Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Code will also include any regulationsSection 16.2.2 Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 16.2.2 Date, or the Company shall pay any other guidance, promulgated with respect amounts provided for herein to such Section by the U.S. Department of extent and in the Treasury or the Internal Revenue Servicemanner provided in this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Sterling Construction Co Inc), Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) To The Company intends that the extent applicable, it is intended that this Agreement and the Plan comply Units be structured in compliance with, or are exempt to satisfy an exemption from, the provisions of Section 409A of the CodeInternal Revenue Code of 1986, so as amended, and all regulations, guidance, compliance programs and other interpretative authority thereunder (“Section 409A”), such that the income inclusion provisions of Section 409A(a)(1) there are no adverse tax consequences, interest, or penalties as a result of the Code do not apply to payments. Notwithstanding the Holder. This Agreement and Company’s intention, in the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or event the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation Units are subject to Section 409A, and the event triggering Committee (as defined in the right to payment does not constitute a permitted distribution event under Plan) may, in its sole discretion, take the actions described in Section 409A(a)(212 of the Plan. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of nonqualified deferred compensation (within the Code, then notwithstanding anything meaning of Section 409A) that are otherwise required to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made under the Agreement to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six-month period or as soon as administratively practicable thereafter. A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a “separation from service” within the meaning of Section 409A and the payment thereof prior to a “separation from service” would violate Section 409A. For purposes of any such provision of the Code)Agreement relating to any such payments or benefits, the Holder’s date references to a “termination,” “termination of payment of the Award pursuant to this clause (ii) Service” or like terms shall be the date that is the first business day following six months after the date of the Holder’s mean “separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code)from service.
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.”
Appears in 1 contract
Compliance with Section 409A of the Code. (i) To the extent applicable, it This agreement is intended to provide for compensation that this Agreement and the Plan comply with, is exempt from or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply compliant with Section 409A of the Internal Revenue Code of 1986, as amended, (which amendment may “Section 409A”) and shall be retroactive interpreted consistently with such intent. Accordingly, the Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this agreement, if and to the extent permitted by Section 409A any portion of any payment under this agreement to the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment Participant is deferred compensation subject to Section 409A, : (i) if such payment is payable upon the Participant’s separation from service and the event triggering Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the right to payment does not constitute a permitted distribution event under Section 409A(a)(2Company in accordance with its procedures, by which determination the Participant (through accepting the agreement) agrees that the Participant is bound, such portion of the Codepayment (the delivery of Shares) shall not be paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A may then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, permit; and (ii) to the extent necessary to comply with Section 409A of 409A, after the CodeParticipant has attained eligibility for Retirement, on the earliest of: (A) vesting of any unvested Units under Section 2(b) on account of disability will not apply unless the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder Participant is a “specified employee” (disabled within the meaning of Section 409A 409A(a)(2)(A)(ii) (or any successor provision) and (B) vesting of any unvested Units under Section 2(c) will not apply in connection with a Change in Control Event unless such Change in Control Event also is described in Section 409A(a)(2)(A)(v) (or any successor provision). The Company makes no representations or warranty and shall have no liability to the Code)Participant or any other person if any provisions of or payments, the Holder’s date of payment of the Award pursuant compensation or other benefits under this agreement are determined to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Servicethat section.
Appears in 1 contract
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3C) the Holder’s death; (4D) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5E) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after ▇▇▇▇▇▇▇’s separation from service. The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of PRSUs covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of ____________, 2025. Metallus Inc. By ___________________________________ ▇▇▇▇▇▇▇▇ ▇. Syrvalin Executive Vice President, General Counsel and Chief Human Resources Officer This Statement of Management Objectives applies to the Treasury PRSUs granted to Grantee on the Date of Grant memorialized in the Agreement. Capitalized terms used in the Agreement that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement or in the Internal Revenue ServicePlan, as applicable.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Metallus Inc.)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply Notwithstanding anything to the Holder. This Agreement and contrary in this Agreement, in the Plan shall be administered in event the Employee is a manner consistent with this intent, and any provision that would cause this Agreement or the Plan “Specified Employee” (as defined herein) no payment subject to fail to satisfy Section 409A of the Code shall have no force be made to the Employee under this Agreement prior to the first day of the seventh month following the Employee’s termination and effect until amended employment in excess of the “permitted amount” under Section 409A of the Code. For these purposes the “permitted amount” shall be an amount that does not exceed two times the lesser of: (A) the sum of the Employee’s annualized compensation based upon the annual rate of pay for services provided to the Bank for the calendar year preceding the year in which the Employee terminates employment, or (B) the maximum amount that may be taken into account under a tax-qualified plan pursuant to Section 401(a)(17) of the Code for the calendar year in which occurs the Employee’s termination of employment. The payment of the “permitted amount” shall be made within sixty (60) days of the occurrence of the Employee’s termination of employment. Any payment in excess of the permitted amount shall be made to the Employee on the first day of the seventh month following the Employee’s termination of employment. “Specified Employee” shall be interpreted to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has shall mean a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (key employee within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C416(i) of the CodeCode (without regard to paragraph 5 thereof); or (5) , but an individual shall be a change in control event (within “Specified Employee” only if the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury Bank is a publicly-traded institution or the Internal Revenue Servicesubsidiary of a publicly-traded holding company.
Appears in 1 contract
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after ▇▇▇▇▇▇▇’s separation from service. The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of ▇▇▇▇▇ covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of ____________, 2024. Metallus Inc. By ___________________________________ ▇▇▇▇▇▇▇▇ ▇. Syrvalin Executive Vice President, General Counsel and Chief Human Resources Officer This Statement of Management Objectives applies to the Treasury PRSUs granted to Grantee on the Date of Grant memorialized in the Agreement. Capitalized terms used in the Agreement that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement or in the Internal Revenue ServicePlan, as applicable.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Metallus Inc.)
Compliance with Section 409A of the Code. (i) To the extent applicable, it This agreement is intended to provide for compensation that this Agreement and the Plan comply with, is exempt from or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply compliant with Section 409A of the Internal Revenue Code of 1986, as amended, (which amendment may “Section 409A”) and shall be retroactive interpreted consistently with such intent. Accordingly, the Participant shall have no right to designate the taxable year of payment. Notwithstanding any other provision of this agreement, if and to the extent permitted by Section 409A any portion of any payment under this agreement to the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment Participant is deferred compensation subject to Section 409A, : (i) if such payment is payable upon his or her separation from service and the event triggering Participant is a specified employee as defined in Section 409A(a)(2)(B)(i), as determined by the right to payment does not constitute a permitted distribution event under Section 409A(a)(2Company in accordance with its procedures, by which determination the Participant (through accepting the agreement) agrees that he or she is bound, such portion of the Codepayment (the delivery of Shares) shall not be paid before the day that is six months plus one day after the date of “separation from service”, except as Section 409A may then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, permit; and (ii) to the extent necessary to comply with Section 409A of 409A, after the CodeParticipant has attained eligibility for Retirement, on the earliest of: (A) vesting of any unvested Units under Section 2(b) on account of disability will not apply unless the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder Participant is a “specified employee” (disabled within the meaning of Section 409A 409A(a)(2)(A)(ii) (or any successor provision) and (B) vesting of any unvested Units under Section 2(c) will not apply in connection with a Change in Control Event unless such Change in Control Event also is described in Section 409A(a)(2)(A)(v) (or any successor provision). The Company makes no representations or warranty and shall have no liability to the Code)Participant or any other person if any provisions of or payments, the Holder’s date of payment of the Award pursuant compensation or other benefits under this agreement are determined to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference constitute nonqualified deferred compensation subject to Section 409A but do not satisfy the conditions of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.that section. ACTIVEUS 201960956v.2
Appears in 1 contract
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code will also include any regulationsin order to avoid taxes or penalties under Section 409A of the Code, or any other guidancethen the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay it, promulgated with respect without interest, on the first business day of the seventh month after Grantee’s separation from service. NAI- ▇▇▇▇▇▇▇▇▇▇v4 -11- The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of PRSUs covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. Date: This Agreement is executed by the U.S. Department Company on this ___ day of the Treasury or the Internal Revenue Service.____________, 20__. TimkenSteel Corporation ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Secretary NAI-▇▇▇▇▇▇▇▇▇▇v4
Appears in 1 contract
Sources: Performance Based Restricted Stock Unit Agreement (TimkenSteel Corp)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after G▇▇▇▇▇▇’s separation from service. The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of P▇▇▇▇ covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of ____________, 20__. TimkenSteel Corporation By ___________________________________ K▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Chief Human Resources Officer NAI-1511148714v9 This Statement of Management Objectives applies to the Treasury PRSUs granted to the Grantee on the Date of Grant memorialized the Agreement. Capitalized terms used in the Agreement that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement or in the Internal Revenue ServicePlan, as applicable.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (TimkenSteel Corp)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after Grantee’s separation from service. NAI-▇▇▇▇▇▇▇▇▇▇v8 -11- The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of PRSUs covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of ____________, 20__. TimkenSteel Corporation By ___________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Secretary This Statement of Management Objectives applies to the Treasury PRSUs granted to the Grantee on the Date of Grant memorialized the Agreement. Capitalized terms used in the Agreement that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement or in the Internal Revenue ServicePlan, as applicable.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (TimkenSteel Corp)
Compliance with Section 409A of the Code. (ia) To the extent applicable, it is intended that any payment to ▇▇. ▇▇▇▇▇▇▇ under this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without ▇▇. ▇▇▇▇▇▇▇'▇ consent.
(b) If ▇▇. ▇▇▇▇▇▇▇ is a key employee (as defined in Section 416(i) of the Code (without regard to paragraph 5 thereof)) except to the extent permitted under Section 409A, no benefit or payment that is subject to Section 409A (after taking into account all applicable exceptions to Section 409A, including but not limited to the exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of his separation from service (as defined in Section 409A) with the Company until the later of —
(i) The date prescribed for payment in this Agreement; and
(ii) The first day of the seventh calendar month that begins after the date of ▇▇. ▇▇▇▇▇▇▇'▇ separation from service (or, if earlier, the date of ▇▇. ▇▇▇▇▇▇▇'▇ death.)
(c) All payments that were delayed by reason of the application of the date prescribed by Section 20(b)(ii), above (the "Section 20(b)(ii) Date") shall be aggregated and paid to ▇▇. ▇▇▇▇▇▇▇ on the Section 20(b)(ii) Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Section 20(b)(ii) Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 20(b)(ii) Date, the Company shall pay any other amounts provided for herein to the extent and in the manner provided in this Agreement.
(d) To the extent that any payment to ▇▇. ▇▇▇▇▇▇▇ under this Agreement is payable on account of the termination of his employment with the result that the income tax under Section 409A of the Code would apply or be imposed on such payment, but where such tax would not apply or be imposed if the meaning of the term "termination" included and may met the requirements of a "separation from service" within the meaning of Treas. Reg. §1.409A 1(h), then the term "termination" herein shall mean, but only with respect to the income so affected, an event, circumstance or condition that constitutes both a "termination" as defined in the preceding sentence and a "separation from service" within the meaning of Treas. Reg. §1.409A-1(h). In Witness Whereof, the parties hereto have executed this Agreement as of the Effective Date. Sterling Construction Company, Inc. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Chair of the Compensation Committee /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ This Restricted Stock Agreement is made effective as of March 9, 2015 (the "Effective Date") and is entered into between ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇") and Sterling Construction Company, Inc. (the "Company") pursuant to ▇▇. ▇▇▇▇▇▇▇'▇ employment agreement with the Company of even date herewith (the "Employment Agreement") and a Special CEO Plan that is solely for the benefit of ▇▇. ▇▇▇▇▇▇▇, and that consists of the terms and conditions of this Restricted Stock Agreement (the "Plan.") The Plan is subject to the approval of the stockholders of the Company at its 2015 Annual Meeting of Stockholders. In the event that stockholders do not approve the Plan, the Plan and this Restricted Stock Agreement will thereupon become null and void, of no further force or effect, and the shares issued pursuant to the Plan will be made by cancelled and returned to the Company without the consent payment of any compensation to ▇▇. ▇▇▇▇▇▇▇ therefor. In consideration of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409Aforegoing recitals and definitions, and the event triggering issuance under the right Plan to payment does not constitute a permitted distribution event under Section 409A(a)(2▇▇. ▇▇▇▇▇▇▇ of six hundred thousand (600,000) shares of common stock of the Code, then notwithstanding anything to Company (the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A"Restricted Shares") the last day of the Restriction Period; (B) the Holder’s “separation from service” ▇▇. ▇▇▇▇▇▇▇ agrees with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.as follows:
Appears in 1 contract
Sources: Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock shares in payment of the vested Units will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (A1) the last day date of the end of the Restriction PeriodPeriod with respect to such shares; (B2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) 16.1. To the extent applicable, it is intended that any payment to ▇▇. ▇▇▇▇▇▇ under this Agreement and is deemed to be deferred compensation subject to the Plan comply with, or are exempt from, the provisions requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code, so that the income inclusion provisions of Section 409A(a)(1") of the Code do not apply to the Holder. This this Agreement and the Plan shall be administered operated in a manner consistent compliance with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A applicable requirements of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment "Section 409A") and its corresponding regulations and related guidance with respect to the payment in question. Notwithstanding anything in this Agreement to the contrary, any payment under this Agreement that is subject to the requirements of Section 409A may only be retroactive made in a manner and upon an event permitted by Section 409A. To the extent that any provision of this Agreement would cause a conflict with the requirements of Section 409A, or would cause the administration of this Agreement to fail to satisfy the requirements of Section 409A, such provision shall be deemed null and void to the extent permitted by applicable law, and the Company may modify this Agreement in such a manner as to comply with such requirements without ▇▇. ▇▇▇▇▇▇'▇ consent.
16.2. If ▇▇. ▇▇▇▇▇▇ is a key employee (as defined in Section 409A 416(i) of the Code and may be made by the Company (without the consent of the Holderregard to paragraph 5 thereof).
(ii) To except to the extent the Holder has a right permitted under Section 409A, no benefit or payment that is subject to receive payment pursuant to this Agreement, the payment is deferred compensation subject Section 409A (after taking into account all applicable exceptions to Section 409A, and the event triggering the right to payment does including but not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything limited to the contrary exceptions for short-term deferrals and for separation pay only upon an involuntary separation from service) shall be made under this Agreement on account of ▇▇. ▇▇▇▇▇▇'▇ separation from service (as defined in Section 409A) with the Company until the later of —
16.2.1. The date prescribed for payment in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last ; and
16.2.2. The first day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, seventh calendar month that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months begins after the date of ▇▇. ▇▇▇▇▇▇'▇ separation from service (or, if earlier, the Holder’s separation date of service with the Company; (3) the Holder’s his death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) .)
16.3. All payments that were delayed by reason of the Code); or (5) a change in control event (within the meaning of Section 409A application of the Code).
date prescribed by Section 16.2.2, above (iiithe "Section 16.2.2 Date") Reference shall be aggregated and paid to ▇▇. ▇▇▇▇▇▇ on the Section 409A 16.2.2 Date in a lump sum together with interest computed from the date each such payment would have first been paid to him absent the application of the Code will also include any regulationsSection 16.2.2 Date until paid using the Non-LIBOR rate of interest the Company would have paid had it borrowed the amount of the payment under its revolving line of credit. After the Section 16.2.2 Date, or the Company shall pay any other guidance, promulgated with respect amounts provided for herein to such Section by the U.S. Department of extent and in the Treasury or the Internal Revenue Servicemanner provided in this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Sterling Construction Co Inc)
Compliance with Section 409A of the Code. (i) The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderEmployee. This The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the HolderEmployee).
(ii) To . If the extent the Holder has a right to receive payment pursuant to this Agreement, the payment Award is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Restriction Period; (B) Agreement providing for the Holder’s payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), and for purposes of any such provision in the Holder’s date Agreement, references to a “termination,” “termination of payment employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Award pursuant to this clause (ii) shall be Code, and if the date that Employee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a “Specified Employee” (within the meaning of Section 409A(a)(2)(Cthe Company’s Specified Employee Policy for 409A Arrangements) as of the Code); or date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (5or, if earlier, the calendar month following the calendar month of the Employee’s death) a change in control event (within to the meaning of extent required by Section 409A of the Code).
(iii) . Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Unit Award Agreement (L3harris Technologies, Inc. /De/)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Perioda subsequent Vesting Date; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3C) the Holder’s death; (4D) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5E) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderEmployee. This The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the HolderEmployee).
(ii) To . If the extent the Holder has a right to receive payment pursuant to this Agreement, the payment Award is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Restriction Period; (B) Agreement providing for the Holder’s payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), and for purposes of any such provision in the Holder’s date Agreement, references to a “termination,” “termination of payment employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Award pursuant to this clause (ii) shall be Code, and if the date that Employee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a “Specified Employee” (within the meaning of Section 409A(a)(2)(Cthe Company’s Specified Employee Policy for 409A Arrangements) as of the Codedate the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death); or (5) a change in control event (within , to the meaning of extent required by Section 409A of the Code).
(iii) . Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Performance Unit Award Agreement (L3harris Technologies, Inc. /De/)
Compliance with Section 409A of the Code. (i) To ▇. ▇▇ the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To ▇▇. ▇▇ the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (A1) the last day date of the end of the Restriction PeriodPeriod with respect to such Stock; (B2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award Units pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) . Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, complies with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the HolderEmployee).
(ii) To . In particular, to the extent the Holder has a right Employee becomes entitled to receive a payment pursuant to this Agreement, the payment is deferred compensation or benefit subject to Section 409A, and the 409A upon an event triggering the right to payment that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, Employee on the earliest of: earlier of (Aa) the last day of the Restriction Period; (B) the HolderEmployee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code409A); provided, providedhowever, that if the Holder Employee is a “specified employee” (within the meaning of Section 409A of 409A) and the Code), the Holder’s date of payment of the Award pursuant to any amounts described in this clause (ii) shall be the date that is the first business day following six months after the date Agreement on account of the HolderEmployee’s “separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event from service” (within the meaning of Section 409A of the Code).
(iii) Reference to would not meet the “short-term deferral” exemption under Section 409A of the Code (or otherwise qualify for exemption under Section 409A of the Code), then the Company will also include pay such amounts to Employee six months following Employee’s "separation from service” (within the meaning of Section 409A of the Code) or (b) Employee’s death. Notwithstanding the foregoing, the Company shall not be obligated to guarantee any regulations, or any other guidance, promulgated particular tax result for Employee with respect to any payment or benefit provided to Employee hereunder, and Employee shall be responsible for any taxes imposed on Employee in connection with any such Section by the U.S. Department of the Treasury payment or the Internal Revenue Servicebenefit.
Appears in 1 contract
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (A1) the last day date of the end of the Restriction PeriodPeriod with respect to such Stock; (B2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award Units pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
5.15 Provisions Relating to Non-U.S. Jurisdictions.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after Grantee’s separation from service. NAI-▇▇▇▇▇▇▇▇▇▇v9 -12- NAI-▇▇▇▇▇▇▇▇▇▇v9 -13- The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of PRSUs covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of the Treasury or the Internal Revenue Service.____________, 20__. TimkenSteel Corporation By ___________________________________ ▇▇▇▇▇▇▇▇ ▇. Syrvalin Executive Vice President, General Counsel & Secretary NAI-▇▇▇▇▇▇▇▇▇▇v9
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (TimkenSteel Corp)
Compliance with Section 409A of the Code. Notwithstanding anything herein to the contrary, this Agreement is intended to be interpreted and applied so that the payment of the benefits set forth herein either shall either be exempt from the requirements of Section 409A of the Code or shall comply with the requirements of such provision; provided however that in no event shall the Company be liable to the Executive for or with respect to any taxes, penalties or interest which may be imposed upon the Executive pursuant to Section 409A. To the extent that any amount payable pursuant to Section 2 constitutes a “deferral of compensation” subject to Section 409A and does 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)) (a “409A Payment”), then, if on the date of the Executive’s “separation from service,” as such term is defined in Treasury Regulation Section 1.409A-1(h)(1), from the Company (his “Separation from Service”), Executive is a “specified employee,” as such term is defined in Treasury Regulation Section 1.409A-1(i), as determined from time to time by the Company, then such 409A Payment shall not be made to the Executive prior to the earlier of (i) To six (6) months after the extent applicable, it is intended that Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, with interest at the Company’s cost of borrowing, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the Plan comply withbalance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in Section 2. Each payment under this Agreement or are exempt from, the provisions otherwise shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, so that directly or indirectly, designate the income inclusion provisions calendar year of Section 409A(a)(1) of the Code do not apply any payment to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause made under this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is constitutes a “specified employeedeferral of compensation” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to . All reimbursements and in-kind benefits provided under this clause (ii) Agreement shall be the date that is the first business day following six months after the date of the Holder’s separation of service made or provided in accordance with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning requirements of Section 409A of the Code).
(iii) Reference . To the extent that any reimbursements pursuant to Section 409A this Agreement are taxable to the Executive, any reimbursement payment due to the Executive pursuant to such provisions shall be paid to the Executive on or before the last day of the Code will also include any regulations, Executive’s taxable year following the taxable year in which the related expense was incurred. The reimbursements pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that the Executive receives in one taxable year shall not affect the amount of such reimbursements that the Executive receives in any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Servicetaxable year.
Appears in 1 contract
Sources: Change in Control Severance Agreement (Verisk Analytics, Inc.)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the NAI-1539178758v3 Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (A1) the last day date of the end of the Restriction PeriodPeriod with respect to such Stock; (B2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award Units pursuant to this clause (ii) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Restricted Stock Unit Award Agreement (Owens Corning)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the HolderGrantee. This Agreement and the Plan shall will be administered in a manner consistent with this intent, and . Notwithstanding any provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive Agreement to the extent permitted by Section 409A contrary, if, at the time of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of cash or Stock in payment of the vested Units will be made to the Holder, to the extent necessary to comply with Section 409A of the Code, on the earliest of: (A) the last day of the Restriction Period; (B) the HolderGrantee’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” service (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (iia) shall be the date that Grantee is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability a specified employee (within the meaning of Section 409A(a)(2)(C) 409A of the Code); or Code and using the identification methodology selected by the Company from time to time) and (5b) the Company makes a change in control event good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code).
(iii) Reference the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then the Company will also include any regulationsnot pay such amount on the otherwise scheduled payment date but will instead pay it, or any other guidancewithout interest, promulgated with respect on the first business day of the seventh month after ▇▇▇▇▇▇▇’s separation from service. The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement and accepts the award of ▇▇▇▇▇ covered hereby, subject to such Section the terms and conditions of the Plan and the terms and conditions herein above set forth. _________________________________ Grantee Date: ___________________________ This Agreement is executed by the U.S. Department Company on this ___ day of ____________, 20___. TimkenSteel Corporation By ___________________________________ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Executive Vice President, General Counsel & Chief Human Resources Officer Subject to the terms of the Treasury Agreement, this Statement of Management Objectives applies to the PRSUs granted to Grantee on the Date of Grant memorialized in the Agreement. Capitalized terms used in the Agreement that are not specifically defined in this Statement of Management Objectives have the meanings assigned to them in the Agreement or in the Internal Revenue ServicePlan, as applicable.
Appears in 1 contract
Sources: Performance Based Restricted Share Unit Agreement (Metallus Inc.)
Compliance with Section 409A of the Code. (i) To the extent applicable, it is intended that this the Agreement and the Plan comply with, or are exempt from, with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. This The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause this the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).
(ii) To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is deferred compensation subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this AgreementSections 2, 3, or 4 hereof, issuance of cash or Stock shares in payment of the vested Units will be made to the Holdermade, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (A1) the last day of the Restriction PeriodDetermination Date; (B2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii2) shall be the date that is the first business day following six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).
(iii) Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Appears in 1 contract
Sources: Performance Share Unit Award Agreement (Owens Corning)