409A Valuation Clause Samples

A 409A Valuation clause establishes the process for determining the fair market value of a company's common stock, typically for the purpose of setting the exercise price of stock options in compliance with Section 409A of the Internal Revenue Code. This clause outlines how and when the valuation will be conducted, often requiring an independent third-party appraisal and specifying the frequency of such valuations, such as annually or upon significant corporate events. Its core function is to ensure that stock options are granted at a price that meets IRS requirements, thereby protecting both the company and its employees from potential tax penalties associated with non-compliance.
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409A Valuation. The Company shall obtain a third party valuation of its Common Stock for the purposes of Section 409A of the Internal Revenue Code as required and in any event no less than once per annum.
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409A Valuation. As of the date of this Agreement, the most recent appraisal of Acquiror Common Stock completed to determine the fair market value of Acquiror Common Stock in accordance with the valuation standards set forth in Section 409A of the Code was performed by Duff & ▇▇▇▇▇▇ Corporation (such appraisal, the “Acquiror Appraisal”) which (i) determined the fair market value of Acquiror Common Stock as of August 5, 2013 (the “Acquiror Appraisal Date”) to be $20.62 per share and (ii) is evidenced by a written report dated as of August 8, 2013. As of the date of this Agreement, there have been no other appraisals of Acquiror Common Stock since the Acquiror Appraisal Date by an independent appraiser for the purpose of determining the fair market value of Acquiror Common Stock in connection with equity-based compensation.
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409A Valuation. Within thirty (30) days of completion, a copy of each 409A valuation report of Borrower; and
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409A Valuation. Seller shall have performed, at their own expense, a 409A Valuation as set forth in Exhibit C.
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409A Valuation. At least annually, and no later than twenty (20) Business Days of completion, a copy of ▇▇▇▇▇▇▇▇’s 409A valuation report;
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409A Valuation. Not less frequently than annually, within thirty (30) days after approval by the Board, 409A Valuation reports conducted with respect to Borrower’s common stock;
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Related to 409A Valuation

  • Annual Valuation The Trust shall annually, at least 30 days prior to the anniversary date of establishment of the Fund, furnish to the Grantor and to the Agency a statement confirming the value of the Trust. Any securities in the Fund shall be valued at market value as of no more than 60 days prior to the anniversary date of establishment of the fund. The failure of the Grantor or the Agency to object in writing to the Trustee within 90 days after the statement has been furnished to the Grantor and the Agency shall constitute a conclusively binding assent by the Grantor, barring the Grantor from asserting any claim or liability against the Trustee with respect to matters disclosed in the statement.

  • Section 409A Limit “Section 409A Limit” will mean two (2) times the lesser of: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Executive’s taxable year preceding the Executive’s taxable year of Executive’s separation from service as determined under Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue Code for the year in which Executive’s separation from service occurred.

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Code Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to the Allocation Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to the Allocation Regulations.