Section 409A Change of Control Sample Clauses
The Section 409A Change of Control clause defines how a change in ownership or control of a company is treated for the purposes of deferred compensation under Section 409A of the Internal Revenue Code. This clause typically specifies the types of transactions that qualify as a change of control, such as mergers, acquisitions, or significant asset sales, and outlines how deferred compensation arrangements will be handled if such an event occurs. Its core function is to ensure that deferred compensation is administered in compliance with tax regulations, thereby preventing adverse tax consequences for employees and employers when a change of control takes place.
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Section 409A Change of Control. For Awards that are subject to, and not exempt from Section 409A, in the event of a Transaction that qualifies as a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets, each within the meaning of Section 409A (each, a “409A Change of Control”), with respect to then-unvested Performance Restricted Stock Units subject to this Award:
(1) If the Award is not assumed or substituted for as provided in Section 17 of the Plan, the Award will vest 100% immediately prior to its termination pursuant to Section 17 of the Plan, and the shares of Common Stock (or the per share consideration received by a majority of the holders of such Common Stock in such Transaction) payable to you in connection with the Award will be delivered to you as soon as practicable following the date on which such Transaction is consummated (within sixty (60) days of the consummation of the Transaction or such later time required for compliance with Section 409A).
(2) If the Award is assumed or substituted for as provided in Section 17 of the Plan, the Award shall continue to vest in accordance with the terms of this Agreement and the Plan and be delivered to you on the Settlement Date (subject to Section 12 hereof).
Section 409A Change of Control. In the event of a Transaction that qualifies as a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets, each within the meaning of Section 409A (each, a “409A Change of Control”):
Section 409A Change of Control. For purposes of this Agreement, “Section 409A Change of Control” shall mean: