409A Covenant Sample Clauses

409A Covenant. Before the Closing Date, the Sellers shall cause the Holding Company, the Company or the US Subsidiaries, as applicable, to take all reasonable measures necessary to ensure that no part of any options to purchase Company stock that have been granted to Company employees will be subject to tax under Code Section 409A and associated Treasury Regulations and guidance. Those measures may include either or both of the following: (1) changing the exercise price of the stock options to reflect the fair market value of the Company’s stock as of the date the options were granted; and (2) providing employees with an opportunity to elect an exercise date in accordance with Q&A 19(c) of IRS Notice 2005-1 and final Treasury Regulations Section 1.409A.
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