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Tax Matters. The Company will be entitled to withhold from any payments due under the Plan the amount of tax withholding it determines, in its sole discretion, to be required by law. The Company intends that the Plan will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangements under the Plan will be exempt from [Section 409A] as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate and distinct payments. To the extent that any provision of the Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rules and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to a Covered Executive or any other person if any provision of this Plan, or any bonus payment hereunder, is determined to constitute deferred compensation subject to Section 409A but does not satisfy an exemption from, or the conditions of, [Section 409A].

Tax Matters. The Company will be entitled to withhold from any payments due underSection 409A of the Plan the amount of tax withholding it determines, in its sole discretion, to be required by law.Code. The Company intends that the Plan will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangements under the Plan will be exempt from [Section 409A] as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installmentBonus payments under this Plan shall be treated as a right to receive a series of separate and distinct payments. To the extent that any provisionexempt from Section 409A of the Plan is ambiguousCode as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To the extent that any bonus payment under the Plan is determined toshort-term deferrals and shall not constitute “nonqualified deferred“deferred compensation” within the meaning of [Section 409A],Section 409A of the bonus payment will be subject to such additional rules and requirements as specifiedCode (absent a valid deferral election under the terms of another plan or arrangement maintained by the Compensation Committee from timeCompany). This Plan shall be interpreted, construed and administered in accordance with the foregoing intent, so as to time in orderavoid the imposition of taxes and penalties on Participants pursuant to comply with Section 409A. Notwithstanding409A of the foregoing, theCode. The Company makes no representation or warranty and shall have no liability to a Covered Executiveany Participant or otherwise if this Plan or any other person if any provision of this Plan,Bonus paid or any bonus payment hereunder,payable hereunder is determined to constitute deferred compensation subject to the additional tax and penalties under Section 409A but does not satisfy an exemption from, orof the conditions of, [Section 409A].Code.

Tax Matters.[Section 409A]. The Company will be entitled to withhold from anyprovisions regarding all payments due under the Plan the amount of tax withholding it determines, in its sole discretion, to be required by law. The Company intendsmade hereunder shall be interpreted in such a manner that the Plan will be administered in accordanceall such payments either comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangements under the Plan will beor are exempt from [Section 409A]the requirements of Section 409A of the Code as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment payments under this Plan shall be treated as a right to receive a seriesSection 409A of separate and distinct payments.the Code. To the extent that any provision of the Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all paymentsamounts payable hereunder are exempt from or comply with Section 409A. To the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A],Section 409A of the bonus payment willCode, such amounts shall be subject to such additional rules and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding409A of the foregoing,Code and the payment of any such amounts may not be accelerated or delayed except to the extent permitted by Section 409A of the Code. The Company makes no representation or warranty and shall have no liability to a Covered Executiveany Participant or any other person if any provisionpayments under any provisions of this Plan, or any bonus payment hereunder, isPlan are determined to constitute deferred compensation under Section 409A of the Code that are subject to the twenty percent (20%) additional tax under Section 409A but does not satisfy an exemption from, orof the conditions of, [Section 409A].Code.

Tax Matters. The CompanyIt is intended that payment will be entitledmade no later than required to withhold from any payments due under the Plan theensure that no amount of tax withholding it determines, in its sole discretion,paid or to be required by law. The Company intends thatpaid hereunder shall be subject to the Plan will be administered in accordance withprovisions of Section 409A409A(a)(1)(B) of the U.S. Internal Revenue Code of 1986, as amended,amended (the “Code”) and all payments are intended to be eligible for the regulationsshort-term deferral exception to Section 409A of the Code, or to otherwise be compliant with Section 409A of the Code and otherthe guidance promulgated thereunder (“[Section 409A]”). Notwithstanding any other provision of this Plan, the Committee shall administer and thatinterpret, and the compensation arrangementsCompany shall operate, the Plan, and exercise all authority and discretion under the Plan, to satisfy the requirements for exemption from, or compliance with, [Section 409A] and any noncompliant provisions of this Plan will either be exempt from [Section 409A] as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate and distinct payments. To the extent that any provision of the Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt fromvoid or comply with Section 409A. To the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rules and requirements as specified by the Compensation Committee from time to time in orderdeemed amended to comply with Section 409A. NotwithstandingNothing in the foregoing,Plan shall provide a basis for any person to take action against the Company makes no representation or warrantyany Subsidiary or affiliate based on matters covered by [Section 409A], including the tax treatment of any award, and neither the Company nor any of its Subsidiaries or affiliates shall under any circumstances have noany liability to a Covered Executiveany Participant or his estate or any other person ifparty for any provision of thistaxes, penalties or interest due on amounts paid or payable under the Plan, including taxes, penalties or any bonus payment hereunder, is determined to constitute deferred compensation subject tointerest imposed under Section 409A but does not satisfy an exemption from, or the conditions of, [Section 409A].409A.

Tax Matters. The Company will be entitled to withhold from anyPlan as well as payments dueand benefits under the Plan the amount of tax withholding it determines, in its sole discretion,are intended to be required by law. The Company intends thatexempt from, or to the Plan will be administered in accordanceextent subject thereto, to comply with Section 409A of the Internal Revenue CodeCode, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of 1986, as amended,the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangementsParticipant under the Plan willor any Award until the Participant would be exemptconsidered to have incurred a “separation from [Section 409A] as “short-term deferrals” asservice” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in [Section 409A]the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Plan willEach amount to be construed in a mannerpaid or benefit to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment paymentsbe provided under this Plan shall be treatedconstrued as a right to receive a seriesseparate identified payment for purposes of separate and distinct payments. ToSection 409A of the extentCode. The Company makes no representation that any provisionor all of the payments or benefits described in this Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To409A of the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rulesCode and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liabilityundertaking to a Covered Executive or any other person if any provision of this Plan, or any bonus payment hereunder, is determined to constitute deferred compensation subject topreclude Section 409A but does not satisfy an exemption from, orof the conditions of, [Section 409A].Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

Tax Matters. The Company will be entitled to withhold from anyPlan as well as payments dueand benefits under the Plan the amount of tax withholding it determines, in its sole discretion,are intended to be required by law. The Company intends thatexempt from, or to the Plan will be administered in accordanceextent subject thereto, to comply with Section 409A of the Internal Revenue CodeCode, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of 1986, as amended,the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the Plan and no payment shall be due to the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangementsParticipant under the Plan willor any Award until the Participant would be exemptconsidered to have incurred a “separation from [Section 409A] as “short-term deferrals” asservice” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments described in [Section 409A]the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or death, if earlier). The Plan willEach amount to be construed in a mannerpaid or benefit to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment paymentsbe provided under this Plan shall be treatedconstrued as a right to receive a seriesseparate identified payment for purposes of separate and distinct payments. ToSection 409A of the extentCode. The Company makes no representation that any provisionor all of the payments or benefits described in this Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To409A of the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rulesCode and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liabilityundertaking to a Covered Executive or any other person if any provision of this Plan, or any bonus payment hereunder, is determined to constitute deferred compensation subject topreclude Section 409A but does not satisfy an exemption from, orof the conditions of, [Section 409A].Code from applying to any such payment. The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.

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