[Section 409A]. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“[Section 409A]”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measured from the date of such “separation from service” or # the date of your death.
[Section 409A]. The intent of the partiesParties is that payments and benefits under this Agreement comply withwith, or are exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunderamended (“[Section 409A]”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shallwill be interpreted and administered to be exempt therewith and the remainder to be interpreted and administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate payment for purposes of [Section 409A]. Notwithstanding anything contained herein to the contrary in the Plan or this Agreement, the Corporation reserves the rightcontrary, you will not be considered to revisehave terminated employment for purposes of any payments under this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall notuntil you have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutesincurred a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition,Without limiting the foregoing and notwithstanding anything contained herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation”required in order to avoid an accelerated or additional tax under Section 409A409A, amounts that would otherwise be payable and benefits that would otherwise be provided to you during the six-month period immediately following your separation from service shall instead be paid on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed untilthe first business day after the date that is the earlier of # the expiration of the six-month period measuredsix months following your separation from the date of such “separation from service” or # the date ofservice (or, if earlier, upon your death.death).
[Code Section 409A]. The intent of409A Compliance To the partiesextent applicable, it is intended that paymentsthe Plan and benefits under this Agreement comply with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any related regulations or other guidance promulgated with respect to such Section by the regulations and guidance issued thereunder (“[SectionU.S. Department of the Treasury or the Internal Revenue Service. The RSUs granted in this Award are intended to be short-term deferrals exempt from [Section 409A]”), but in the event that any portion of this Award constitutes deferred compensation within the meaning of [Section 409A], then the issuance of Shares covered by an RSU award shall conform to the extent subject thereto,[Section 409A] standards, including, without limitation, the requirement that no payment on account of separation from service will be made to any specified employee (within the meaning of [Section 409A]) until six months after the separation from service occurs, and accordingly,the prohibition against acceleration of payment, which means that the Committee does not have the authority to the maximum extent permitted,accelerate settlement of this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contraryAward in the Plan or this Agreement,event that any portion of it constitutes deferred compensation within the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid impositionmeaning of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under. Any provision of the Plan or this Agreement forthat would cause this Award to fail to satisfy any taxes, penaltiesapplicable requirement of [Section 409A] shall have no force or interest due on amounts paid or payable pursuanteffect until amended to the Plan or this Agreement, including any taxes, penalties or interest imposed undercomply with Section 409A. For purposes of the Plan and this Agreement,409A, which amendment may be retroactive to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning ofpermitted by [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measured from the date of such “separation from service” or # the date of your death.
[Internal Revenue Code Section 409A].409A. The intent of the parties is that payments and benefits under this Agreementintend to comply with Sectionthe requirements of section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunderamended (“[Section 409A]”),. All payments under this Agreement are intended to either be exempt from or comply with the extent subject thereto, and accordingly, to the maximum extent permitted,requirements of Section 409A. All payments made under this Agreement shall be interpreted and administered to bepaid in compliance therewith. Notwithstanding anything toaccordance with the contrary interms of this Agreement. The parties expressly understand that the Plan or this Agreement, the Corporation reserves the right to reviseprovisions of this Agreement as it deems necessary or advisable, in its sole discretionshall be construed and without your consent,interpreted to comply with Section 409A or to otherwise avoid impositionthe imputation of any additional taxtax, penalty or income recognitioninterest under Section 409A priorand to preserve (to the actualnearest extent reasonably possible) the intended benefits payable to you hereunder. If any payment of cash or shares of Common Stock pursuantbenefit provided to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes ayou in connection with your “separation from service” within the meaning of [Section 409A] and, for purposesis determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of your Retirement Date (the “Specified Employee Payment Date”). The aggregate of any such provision of this Agreement, referencespayments that would otherwise have been paid before the Specified Employee Payment Date will be paid to you in a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount tolump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with their original schedule. Each payment under this Agreement shall be construedtreated as a separately identifiedseparate payment of compensation for purposes of [Section 409A]. In addition, notwithstandingAny reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that # any reimbursement is for expenses incurred during the period of time specified in the Agreement, # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, # the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything hereinin this Agreement to the contrary, ifthe Company shall not make any deductions for money or property that you are deemed onowe to the DateCompany, offset or otherwise reduce any sums that may be due or become payable to or for the account of Terminationyou with respect to be a “specified employee” withinany arrangements other than pursuant to the meaningterms of this Agreement, from amounts that termconstitute deferred compensation for purposes of [Section 409A] and except as required by law. Your right to any deferred compensation, as defined under Section 409A and you are409A, shall not be subject to U.S. federal taxation, then,borrowing, anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation”necessary to avoid additional tax, penalties and/or interest under Section 409A payable409A. Nothing herein, including the foregoing sentence, shall change the Company’s rights and/or remedies under the Agreement and/or applicable law. In no event shall the Company Group be liable for any penalties, costs, damages, levies or taxes imposed on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measured from the date of such “separation from service” or # the date of your death.you pursuant to Section 409A.
[Section 409A]. The Agreement shall be interpreted and operated to reflect the intent of the parties is that payments and benefits under thisall provisions of the Agreement shall comply with Section 409A of the Internal Revenue Code of 1986, as amended, and theany regulations and guidance issued thereunder (“("[Section 409A]”"), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs.. The CorporationCompany Group shall not have any liability under the Plan or obligation to you with respect to any taxes that may become payable by you pursuant to Section 409A. Notwithstanding anything in this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemed on the Datea "specified employee" for purposes of Termination[Section 409A] and if payment of any amounts under this Agreement is required to be delayed for a “specified employee” within the meaningperiod of that term undersix months after separation from service pursuant to Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the409A, payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlementamounts shall be delayed untilas required by [Section 409A], and the date that isaccumulated amounts shall be paid in a lump sum payment within 15 days after the earlier of # the expirationend of the six-month period measuredperiod, or if earlier, upon your death. For all purposes under this Agreement, reference to your "termination of employment" (and corollary terms) with the Company shall be construed to refer to your "separation from service" (as defined by [Section 409A]), and any right to installment payments under this Agreement shall be treated as a right to a series of separate payments. In the dateevent that any payment under this Agreement may be paid in two calendar years, depending on the timing of execution of a Release, such “separation from service”payment shall be made in the later calendar year. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by [Section 409A], # the dateright to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; and # such payments shall be made on or before the last day of your death.taxable year following the taxable year in which the expense was incurred.
[Section 409A]. The intent409A of the partiesCode. Notwithstanding any other provisions of this Agreement or the Plan, the RSUs granted hereunder shall not be deferred, accelerated, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code upon the Participant. In the event it is that payments and benefitsreasonably determined by the Committee that, as a result of Section 409A of the Code, the transfer of Shares under this Agreement complymay not be made at the time contemplated hereunder without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. Notwithstanding anything herein to the contrary, if at the time of the Participant’s termination of employment with the Company the Participant is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended,amended and the regulations and guidance issued thereunder (“[Section 409A]”), todeferral of the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid impositioncommencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, toCode, then the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portionCompany will defer the commencement of the RSUs unless such termination constitutes a “separation from service” within the meaning of [Section 409A] and, for purposespayment of any such provision of this Agreement, references to a “termination,” “termination of Employment”payments or similar terms shall mean “separation from service.” Each amount to bebenefits hereunder (without any reduction in such payments or benefits ultimately paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything hereinor provided to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayedParticipant) until the date that is six months following the earlierParticipant’s termination of #employment with the expirationCompany (or the earliest date as is permitted under Section 409A of the six-month period measured from the date of such “separation from service”Code without any accelerated or # the date of your death.additional tax).
[Special Distribution Rules To Comply with Code Section 409A].409A. The intent of the parties is that payments and benefits underRSUs granted pursuant to this Agreement are intended to comply with Section 409A of the Internal Revenue Code of 1986,(the “Code”) or an exemption thereunder and shall be construed and administered in accordance with Code Section 409A. Any payments under the Agreement that may be excluded from Code Section 409A as amended, and the regulations and guidance issued thereunder (“[a short-term deferral shall be excluded from Code Section 409A]”), to the extent subject thereto, and accordingly,409A to the maximum extent permitted, this Agreement shallpossible. If your RSUs constitute a “deferral of compensation” under Code Section 409A and are not otherwise exempt as a short-term deferral based on Internal Revenue Service regulations and guidance, then the timing of settlement of your RSUs will be interpreted and administeredsubject to applicable limitations under Code Section 409A; specifically, the RSUs will be in compliance therewith. Notwithstanding anythingsubject to the contrary inCompany’s “Compliance Rules Under Code Section 409A” (the “ Compliance Rules”), including the Plan or this Agreement, the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid impositionfollowing restrictions on settlement: Settlement of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to precludeunder [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan2(c), 2(d), 2(e), and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A,2(f)])])])] following a termination of Employment shall notemployment will be deemedsubject to have occurred for purposes of settlement of any portion of the RSUs unless suchrequirement that the termination constitutes a “separation from service” withinunder Treas. Reg. § 1.409A-1(h) and subject to the meaningsix-month delay rule under [Section 2(b)(ii)] of [Section 409A] and, for purposesthe Compliance Rules if at the time of any such provisionseparation from service you are a “Specified Employee,” as defined in Treas. Reg. § 1.409A-1(i), provided that no dividend or dividend equivalents will be paid, accrued, or accumulated in respect of this Agreement, referencesthe period during which settlement was delayed. Any reference to a “termination,” “terminationtermination of Employment”employment in [Section 2] or similar terms shall mean “separation from service.” Each amount to be paid underotherwise in this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemedoccur on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measuredyou incur a separation from the date of such “separation from service” or # the date of your death.service under Treas. Reg. § 1.409A-1(h).
[Section 409A]. The intent of the parties isintend that payments and benefits under this Agreementany amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunderamended (“[Section 409A]”), (including under Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph # and [subparagraph (v)(D)]) and other applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). Notwithstanding any provision of this Agreement to the extent subject thereto, and accordingly, tocontrary, if the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything to the contrary in the Plan or this Agreement, the Corporation reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A,Employee is a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service”“specified employee” within the meaning of [Section 409A] and, for, any amounts under this Agreement that are “deferred compensation” within the meaning of [Section 409A] shall not be made before the date that is six (6) months after the date of the Termination of Employment, or if earlier, his date of death. On the first business day following the expiration of the applicable [Section 409A] six (6) month period, all payments deferred pursuant to the preceding sentence shall be paid to the Employee in a lump sum and all remaining payments due Employee pursuant to this Agreement shall be paid as otherwise provided herein. For purposes of any such provision[Section 409A], each of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount tothe payments that may be paidmade under this Agreement shall be construed asdeemed to be a separately identifiedseparate payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, toTo the extent the settlementEmployee will be reimbursed for costs and expenses of in-kind benefits, except as otherwise permitted by [Section 409A], # the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, # the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and # such payments shall be made on or before the last day of the RSUstaxable year following such terminationthe taxable year in which the expense was incurred. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of Employment is considered the payment of “non-qualified deferred compensation”additional taxes, penalties or interest under Section 409A payable409A. The Company and the Employee agree to negotiate in good faith to make amendments to this Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under Section 409A. Notwithstanding the foregoing, the Company does not guarantee any particular tax effect, and the Employee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of a “separationthe Employee in connection with this Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Employee (or any beneficiary) harmless from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measured from the dateany or all of such “separation from service”taxes, penalties or # the date of your death.interest.
[Section 409A]. The intent of the partiesThis Agreement is that payments and benefits under this Agreementintended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunderamended (“[Section 409A]”), toincluding the extent subjectexceptions thereto, and accordingly,shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from [Section 409A] either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from [Section 409A] to the maximum extent permitted,possible. Any payments to be made under this Agreement upon termination of employment shall only be interpretedmade upon “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and administered to be in compliance therewith. Notwithstanding anything to the contrary in the Plan or this Agreement, the Corporation reserves the right to revisebenefits provided under this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A prior toand in no event shall the actual payment of cashCompany be liable for all or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A, a termination of Employment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment”taxes, penalties, interest, or similar terms shall mean “separation from service.” Each amount to be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, ifother expenses that you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payablemay incur on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed until the date that is the earlier of # the expiration of the six-month period measured from the date of such “separation from service” or # the date of your death.non-compliance with Section 409A.
[Section 409A]. The intent ofTo the partiesextent applicable, it is intended that payments and benefits under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance issued thereunder (“[Section 409A]”), of the Code. This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy [Section 409A] will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent subject thereto, and accordingly,permitted by [Section 409A]). Notwithstanding anything contained herein to the maximum extent permitted,contrary, the Employee shall not be considered to have terminated employment with the Company for purposes of this Agreement and no payments shall be interpreted and administered to be in compliance therewith. Notwithstanding anythingdue to the contrary in the Plan or this Agreement, the Corporation reserves the right to reviseEmployee under this Agreement as it deems necessary or advisable, in its sole discretion and without your consent,which are payable upon the Employee’s termination of employment unless the Employee would be considered to comply with Section 409A or to otherwise avoid impositionhave incurred a “separation from service” from the Company within the meaning of any additional tax or income recognition under Section 409A prior to the actual payment of cash or shares of Common Stock pursuant to the RSUs. However, the Corporation makes no representation that the RSUs are not subject to Section 409A nor makes any undertaking to preclude [Section 409A] from applying to the RSUs. The Corporation shall not have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan or this Agreement, including any taxes, penalties or interest imposed under Section 409A. For purposes of the Plan and this Agreement, to. To the extent necessaryrequired in order to avoid accelerated taxation and/or tax penalties under Section 409A, aamounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following the Employee’s termination of Employmentemployment shall not be deemed to have occurred for purposes of settlement of any portion of the RSUs unless such termination constitutes a “separation from service” within the meaning of [Section 409A] and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of Employment” or similar terms shall mean “separation from service.” Each amount toinstead be paid under this Agreement shall be construed as a separately identified payment for purposes of [Section 409A]. In addition, notwithstanding anything herein to the contrary, if you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Section 409A and you are subject to U.S. federal taxation, then, to the extent the settlement of the RSUs following such termination of Employment is considered the payment of “non-qualified deferred compensation” under Section 409A payable on account of a “separation from service” that is not exempt from [Section 409A], such settlement shall be delayed untilfirst business day after the date that is six months following the earlierEmployee’s termination of #employment (or upon the expiration of the six-month period measured from the date of such “separation from service” or # the date of your death.Employee’s death, if earlier).
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