Limitations Under Code Section 409A Sample Clauses
Limitations Under Code Section 409A. Anything in this Agreement to the contrary notwithstanding, if (a) on the date of termination of Executive’s employment with the Company or a subsidiary, any of the Company’s stock is publicly traded on an established securities market or otherwise (within the meaning of Section 409A(a)(2)(B)(i) of the Code, (b) if Executive is determined to be a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code, (c) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (d) such delay is required to avoid the imposition of the tax set forth in Section 409A(a)(1) of the Code as a result of such termination, the Executive would receive any payment that, absent the application of this Section 23, would be subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (x) six (6) months after the Executive’s termination date, (y) the Executive’s death or (z) such other date as will cause such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this Agreement with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed. For purposes of Section 409A, the Executive’s right to receive installment payments pursuant to this Agreement including, without limitation, each severance payment and COBRA continuation reimbursement shall be treated as a right to receive a series of separate and distinct payments. Any amount that the Executive is entitled to be reimbursed under this Agreement will be reimbursed to the Executive as promptly as practical and in any event not later than the last day of the calendar year after the calendar year in which the expenses are incurred. Any right to reimbursement or in kind benefits will not be subject to liquidation or exchange for another benefit. The amount of the expenses eligible for r...
Limitations Under Code Section 409A. (i) If at the time of Executive’s separation from service, (i) Executive is a specified employee (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (ii) Company makes a good faith determination that an amount payable hereunder constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after such six-month period, together with interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the dates the payments should otherwise have been provided.
(ii) It is the intention of the parties that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A of the Code. To the extent such potential payments or benefits could become subject to such Section, the parties shall cooperate to amend this agreement with the goal of giving Executive the economic benefits described herein in a manner that does not result in such tax being imposed.
(iii) With respect to payments under this agreement, for purposes of Section 409A of the Code of 1986, each severance payment and COBRA continuation reimbursement payment will be considered one of a series of separate payments.
(iv) Executive will be deemed to have a termination of employment for purposes of determining the timing of any payments that are classified as deferred compensation only upon a “separation from service” within the meaning of Section 409A.
(v) Any amount that Executive is entitled to be reimbursed under this agreement will be reimbursed to Executive as promptly as practical and in any event not later than the last day of the calendar year in which the expenses are incurred, and the amount of the expenses eligible for reimbursement during any calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year.
(vi) If on the due date for any payment pursuant to Section 8.4, all revocation periods with respect to the release have not yet expired, such payment will not be made until such revocation period has expired and if such revocation period has not e...
Limitations Under Code Section 409A. Anything in this Section 5 to the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code), the Bank will adjust the payment to reflect the deferred payment date by multiplying the payment by the product of the six-month CMT Treasury ▇▇▇▇ annualized yield rate as published by the U.S. Treasury for the date on which such payment would have been made but for the delay multiplied by a fraction, the numerator of which is the number of days by which such payment was delayed and the denominator of which is 365. The Bank will pay the adjusted payment at the beginning of the seventh month following Executive’s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by such payment date is not administratively practicable due to events beyond the control of Executive (or Executive’s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Section 409A of the Code and the Regulations. In the event of Executive’s death during such six-month period, payment will be made in the payroll period next following the payroll period in which Executive’s death occurs.
Limitations Under Code Section 409A. Notwithstanding anything to the contrary in this Agreement, in the event that, as a result of Section 409A of the Internal Revenue Code (the “Code”) (and any related regulations or other pronouncements), any of the payments that Executive is entitled to under the terms of this Agreement or any other plan involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing the Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such adverse tax consequences, the Company will make such payment on the first day permissible under Code Section 409A without the Executive incurring such adverse tax consequences. In particular, with respect to any lump sum payment otherwise required hereunder, in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In addition, other provisions of this Agreement or any other such plan notwithstanding, the Company shall have no right to accelerate any such payment or to make any such payment as the result of any specific event except to the extent permitted under Section 409A. The Company shall not be obligated to reimburse Executive for any tax penalty or interest or provide a gross-up in connection with any tax liability of Executive under Section 409A.
Limitations Under Code Section 409A. Anything in this Section 5 to the contrary notwithstanding, with respect to any payment otherwise required hereunder, in the event of any delay in the payment date as a result of Section 7(g) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code), the Bank will adjust the payment in accordance with Section 7(g)(viii) of this Agreement.
Limitations Under Code Section 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code (and any related regulations or other pronouncements thereunder), any of the payments that Executive is entitled to under the terms of this Agreement, the SERP, or any other plan involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing the Executive to be subject to an income tax penalty and interest, the Company will make such payment on the first day permissible under Code Section 409A without the Executive incurring a penalty. In particular, with respect to the lump sum SERP payments provided for hereunder (as described above), in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), the Company will adjust the payments to reflect the deferred payment date using the interest rate prescribed under the SERP. In addition, other provisions of this Agreement, the SERP, or any other such plan notwithstanding, the Company shall have no right to accelerate any such payment or to make any such payment as the result of an event except to the extent permitted under Section 409A.
Limitations Under Code Section 409A. In the event that, as a result of Section 409A of the Internal Revenue Code (the “Code”) (and any related regulations or other pronouncements), any of the payments that Executive is entitled to under the terms of this Agreement or any other plan or arrangement of GCG or the Company involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing Executive to be subject to constructive receipt at a date prior to actual payment and/or an income tax penalty and interest and the timing of payment is the sole cause of such adverse tax consequences, GCG or the Company will make such payment on the first day permissible under Code Section 409A without Executive incurring such adverse tax consequences (such delay will not affect the timing of any installments or other payments otherwise payable after the six-month delay period imposed under Section 409A). In particular, with respect to any payment triggered by termination of employment hereunder, in the event of any delay in the payment date as a result of Code Section 409A(a)(2)(A)(i) and (B)(i), GCG or the Company will adjust the payments to reflect the deferred payment date by crediting interest thereon at the prime rate in effect at the time such amount first becomes payable, as quoted by the Company’s principal bank. In addition, other provisions of this Agreement or any other such plan or arrangement notwithstanding, GCG and the Company shall have no right to accelerate or delay any such payment or to make any such payment as the result of any specific event except to the extent permitted under Section 409A.
Limitations Under Code Section 409A. (a) Notwithstanding anything in this Agreement to the contrary, the Company and Executive intend that this Agreement not provide for the “deferral of compensation” for purposes of Section 409A of the Internal Revenue Code (“Section 409A”), to the extent possible under Section 409A, any amounts payable under this Agreement shall be short-term deferrals pursuant to Treas. Reg. § 1.409A-1(b)(4), and this Agreement shall be interpreted and applied consistent with such intent.
(b) To the extent this Agreement provides for the “deferral of compensation” for purposes of Section 409A, the parties intend that any amounts payable under this Agreement shall not be subject to any additional tax, interest, penalties, or accelerated recognition of income imposed pursuant to Section 409A, and this Agreement shall be interpreted and applied consistent with such intent.
(c) The Company may, without notice to Executive, modify or amend this Agreement consistent with such intentions, provided that no such modification or amendment to this Agreement that would disadvantage Executive shall be made without Executive’s prior written consent. Upon Executive’s reasonable request, the Company shall perform any act (or refrain from performing any act) required pursuant to any corrective procedure promulgated pursuant to Section 409A.
(d) Executive’s right to receive any payments under this Agreement shall be treated as a right to receive a series of separate payments, and each such payment shall be a separately identified, determinable or designated amount for purposes of Section 409A.
(e) Notwithstanding anything in this Agreement to the contrary, for purposes of determining the timing of any payments that are classified as a “deferral of compensation” (within the meaning of Section 409A), Executive will be deemed to have a termination of employment only upon Executive’s “separation from service” (within the meaning of Section 409A).
(f) If at the time of Executive’s separation from service, (A) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by Company from time to time), and (B) the Company makes a good faith determination that an amount payable hereunder constitutes a “deferral of compensation” (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six month delay rule set forth in Section 409A in order to avoid taxes or penalties imposed under Section 409A, t...
Limitations Under Code Section 409A. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code (and any related regulations or other pronouncements thereunder), any of the payments that Executive is entitled to under the terms of this Agreement, the SERP, or any other plan involving deferred compensation (as defined under Code Section 409A) may not be made at the time contemplated by the terms thereof without causing the Executive to be subject to an income tax penalty and interest, the Company will make such payment on the first day permissible under Code Section 409A without the Executive incurring a penalty. In addition, other provisions of this Agreement, the SERP, or any other such plan notwithstanding, the Company shall have no right to accelerate any such payment or to make any such payment as the result of an event except to the extent permitted under Section 409A.
Limitations Under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable hereunder that constitute “nonqualified deferred compensation” (“Deferred Compensation”) within the meaning of Section 409A of the Code (“Section 409A”) which are designated as payable upon the termination of Executive’s employment shall be payable only upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”) and any such compensation or benefits shall not be paid, or, in the case of installments, shall not commence payment, until the first payroll period following the sixtieth (60th) day after Executive’s Separation from Service. Any installment payments that would have been made to Executive during the first payroll period following the sixty (60) day period immediately following Executive’s Separation from Service but for the preceding sentence shall be paid to Executive on the sixtieth (60th) day following Executive’s Separation from Service and the remaining payments shall be made as provided herein.