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Payment Schedule. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).

Payment Schedule. Notwithstanding anything to the contrary in this Agreement, to the extent required to comply with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8([Section 7(g)] shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary ofsix months following the Date of Termination and the date of occurrence of a “change of control”in control event” (within the meaning of Code Section 409A and the regulations thereunder).

Payment Schedule. Notwithstanding anything8.11Code Section 409A. It is intended that any amounts payable under this Agreement and the Company's and Executive's exercise of authority or discretion hereunder shall comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) so as not to subject Executive to the contrary inpayment of any interest or additional tax imposed under Code Section 409A. To the extent any amount payable under this Agreement,Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be modified to avoid such additional tax. Notwithstanding the foregoing, to the extent required in order to comply withavoid accelerated taxation and/or tax penalties under Code Section 409A(a)(2)(B)409A and the rules and regulations thereunder (“[Section 409A]”), (i) if Executive is a “specified employee” (as defined under Section 409A) as of the Executive'sdate of his “separation from service” (as defined under Section 409A) from the Company, then any payment of benefits scheduled to be paid by the Company to Executive during the first six (6) month period following the date of a termination of employment does not constitute a "separation from service" within the meaning ofhereunder that constitutes deferred compensation under Code Section 409A, any taxable payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A)409A shall not be paid prior to,until the earlier of # the expiration of the six (6) month period measured from the date of Executive’s “separation from service” and # the date of Executive’s death. All payments and benefits that are delayed pursuant to the immediately preceding sentence shall instead be payablepaid to Executive in a lump sum as soon as practicable following,following the expiration of such six-monthperiod (or if earlier, upon Executive’s death) but in no event later than thirty (30) days following such period. Any amounts deferredTo the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, no amount or benefit that is payable upon a termination of employment or services from the Company shall be payable unless such termination also meets the requirements of a “separation from service” under Section 409A. Each payment, including each installment payment, made under this Section 8(g)Agreement shall bear interest frombe designated as a “separate payment” within the date originally scheduled to be paid throughmeaning of [Section 409A]. As such, and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Dateextent applicable and permissible under Section 409A, each such “separate payment shall be made atin a manner so as to satisfy [Section 409A] and Treasury Regulations promulgated thereunder, including the time otherwise provided in this Agreement or, if later,provisions which exempt certain compensation from [Section 409A], including but not limited to Treasury Regulations Section 1.409A-1(b)(4) regarding payments made within the earlier ofapplicable 2 ½ month period and [Section 1.409A-1(b)(9)(iii)])] regarding payments made only upon an involuntary separation from service. In addition, the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Codeparties shall cooperate fully with one another to ensure compliance with Section 409A, including, without limitation, adopting amendments to arrangements subject to Section 409A and the regulations thereunder).operating such arrangements in compliance with Section 409A.

Payment Schedule. Notwithstanding anything to the contrary in this Agreement, toTo the extent required to comply with Codeavoid the imposition of additional taxes and penalties under Section 409A(a)(2)(B), (i) if409A of the Executive'sCode, amounts payable under this Agreement on account of any termination of employment does not constituteshall only be paid if Executive experiences a "separation“separation from service"service” as defined in Section 409A of the Code and the regulatory and other guidance issued thereunder (“[Section 409A]”). Furthermore, to the extent that Executive is a “specified employee” within the meaning of Codethe [Section 409A] as of the date of Executive’s separation from service, no amount that constitutes a deferral of compensation under Section 409A, any taxable payment or benefit409A which becomes due under this Agreement as a resultis payable on account of such termination of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-month period immediately followingExecutive’s separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest fromto Executive before the date originally scheduled to be paid through and including(the “Delayed Payment Date”) which is first day of the seventh month after the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this AgreementExecutive’s separation from service or, if later, the earlier of the second anniversary of the Date of Termination andearlier, the date of occurrenceExecutive’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date. In addition, to the extent that any payments made pursuant to this Section 7 constitute deferred compensation under Section 409A, each payment will be considered one of a “changeseries of control” (within the meaning of Code Section 409A and the regulations thereunder).separate payments.

Payment Schedule. Notwithstanding anythingAnything in this Agreement to the contrary in this Agreement, tonotwithstanding, if at the extent required to comply with Code Section 409A(a)(2)(B), (i) iftime of the Executive'Executive’s termination of employment does not constitute a "separationseparation from service"service within the meaning of Code Section 409A,409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of [Section 409A(a)(2)(B)(i)] of the Code, then to the extent any taxable payment or benefit whichthat the Executive becomes dueentitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of such terminationthe application of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section[Section 409A(a)(2)(B), payments due to him(i)] of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of # six months and one day after the Executive’s separation from service, or # the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been payable at any timepaid during the six-month period immediately following separation from service (as definedbut for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule. Solely for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following,409A of the expiration of such six-month period. Any amounts deferredCode, each installment payment under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account ofAgreement is considered a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).separate payment.

Payment Schedule.Agreement shall be considered a separate payment for purposes of Section 409A of the Code. Any payment that is “deferred compensation” within the meaning of and subject to Section 409A of the Code which is conditioned upon Executive’s execution of a release and which may become payable during a designated period that begins in one taxable year and carries over into a second taxable year shall be paid or begin payment, as applicable, in the second taxable year. Any payment that is “deferred compensation” which is accelerated due to a Change in Control shall not be accelerated unless such Change in Control is a “change in control event” as defined under Section 409A. Notwithstanding anything to the contraryany other provision in this Agreement, if on the date of Executive’s “separation from service”, Executive is a “specified employee,” as defined in Section 409A of the Code, then to the extent required to comply with Codeany amount payable under this Agreement upon Executive’s separation from service would be a prohibited distribution under Section 409A(a)(2)(B), (i) if(i) of the Executive's termination of employment does not constitute a "separation from service" within the meaning of Code Section 409A, any taxableCode, such payment or benefit which becomes due under this Agreement as a result of such termination of employment shall be deferreddelayed until the earlier to occur of # the earliest date on whichfirst day of the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time during the six-seventh month period immediately following Executive’s separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and includingor # the date of actual payment at 120%Executive’s death (payable in a lump-sum amount equal to the cumulative amount that would have otherwise been payable to Executive during such period). Notwithstanding any of the applicable federal long-term rate (as prescribedforegoing provisions of this [Article 6.8], under Codeno circumstances shall the Company be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive with respect to Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier409A of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).Code.

Payment Schedule. Notwithstanding anythingAnything in this Agreement to the contrary in this Agreement, tonotwithstanding, if at the extent required to comply with Code Section 409A(a)(2)(B), (i) iftime of the Executive'Executive’s termination of employment does not constitute a "separationseparation from service"service within the meaning of Code Section 409A,409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of [Section 409A(a)(2)(B)(i)] of the Code, then to the extent any taxable payment or benefit whichthat the Executive becomes dueentitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of such terminationthe application of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section[Section 409A(a)(2)(B), payments due to him(i)] of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of # six months and one day after the Executive’s separation from service, or # the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been payable at any timepaid during the six-month period immediately following separation from service (as definedbut for purposesthe application of Code Section 409A)this provision, and the balance of the installments shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).accordance with their original schedule.

Payment Schedule. Notwithstanding anythingAnything in this Agreement to the contrary in this Agreement, tonotwithstanding, if at the extent required to comply with Code Section 409A(a)(2)(B), (i) iftime of the Executive'Executive’s termination of employment does not constitute a "separationseparation from service"service within the meaning of Code Section 409A,409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of [Section 409A(a)(2)(B)(i)] of the Code, then to the extent any taxable payment or benefit whichthat the Executive becomes dueentitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of such terminationthe application of employment shall be deferred to the earliest date on which the Executive has a "separation from service” within the meaning of Code Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section[Section 409A(a)(2)(B), payments due to him(i)] of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of # six months and one day after the Executive’s separation from service, or # the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been payable at any timepaid during the six-month period immediately following separation from service (as definedbut for purposesthe application of Code Section 409A)this provision, and the balance of the installments shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following, the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).accordance with their original schedule.

Payment Schedule. Notwithstanding anything herein to the contrarycontrary, if # at the time of Executive’s “separation from service” (as defined in this Agreement, toTreas. Reg. [Section 1.409A-1(h)])]) with the extent required to comply with CodeCompany other than as a result of death, # Executive is a “specified employee” (as defined in Section 409A(a)(2)(B)(i)), (i) if# one or more of the Executive's termination of employment does notpayments or benefits received or to be received by Executive pursuant to this Agreement would constitute a "separation from service" within the meaning of Codedeferred compensation subject to Section 409A, and # the deferral of the commencement of any taxable paymentsuch payments or benefit which becomes due under this Agreementbenefits otherwise payable hereunder as a result of such terminationseparation of employment shall be deferredservice is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder to the extent necessary (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive’s separation from service with the Company (or the earliest date on which the Executive has a "separation from service” within the meaning of Codeas is permitted under Section 409A; and # if the Executive is deemed to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments due to him that would otherwise have been payable at any time409A). Any payment deferred during thesuch six-month period immediately following separation from service (as defined for purposes of Code Section 409A) shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following,on the expiration ofday following such six-month period. Any amounts deferred under this Section 8(g) shall bearperiod, together with interest from the date originally scheduled to be paid through and including the date of actual payment at 120% of the applicable federal long-term rate (as prescribed under Codepursuant to Section 1274(d)) per annum, compounded quarterly. In addition to1274 of the foregoing,Code. Any remaining payments that are or become due on account of a Deemed Effective Datebenefits shall be made at the timeas otherwise provided inscheduled under this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).Agreement.

Payment Schedule.Matters Relating to Code Section 409A. Notwithstanding anythingany provision in this Agreement to the contrarycontrary, if the payment of any benefit hereunder (including, without limitation, any severance benefit) would be subject to additional taxes and interest under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee”, then if the Executive is a “specified employee” under Code Section 409A, any such payment that the Executive would otherwise be entitled to receive during the first six months following the Date of Termination shall be accumulated and paid or provided, as applicable, within ten days after the date that is six months following the Date of Termination, or such earlier date upon which such amount can be paid or provided under Code Section 409A without being subject to such additional taxes and interest. For all purposes of this Agreement, the Executive shall be considered to have terminated employment with the extent required to complyCompany when the Executive incurs a “separation from service” with Code Section 409A(a)(2)(B), (i) if the Executive's termination of employment does not constitute a "separation from service"Company within the meaning of Code Section 409A, any taxable409A(a)(2)(A)(i). The Executive agrees to be bound by the Company’s determination of its “specified employees” (as defined in Code Section 409A). Any payment or benefit which becomes due(including any severance payment or benefit) provided under this Agreement asto which Code Section 409A applies that constitutes a resultreimbursement of such terminationexpenses incurred by the Executive or the provision of employmentan in-kind benefit to the Executive shall be deferredsubject to the earliest datefollowing: # the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; # the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the Executive has a "separation from service” within the meaning of Code Section 409A;expense was incurred; and # if the Executive is deemedright to be a “specified employee” for purposes of Code Section 409A(a)(2)(B), payments duereimbursement or to him that would otherwise have been payable at any time during the six-month period immediately following separation from service (as defined for purposes of Code Section 409A)receive an in-kind benefit shall not be paid prior to, and shall instead be payable in a lump sum as soon as practicable following,subject to liquidation or exchange by the expiration of such six-month period. Any amounts deferred under this Section 8(g) shall bear interest from the date originally scheduled to be paid through and including the date of actualExecutive for another payment at 120% of the applicable federal long-term rate (as prescribed under Code Section 1274(d)) per annum, compounded quarterly. In addition to the foregoing, payments that are or become due on account of a Deemed Effective Date shall be made at the time otherwise provided in this Agreement or, if later, the earlier of the second anniversary of the Date of Termination and the date of occurrence of a “change of control” (within the meaning of Code Section 409A and the regulations thereunder).benefit.

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