Amendment; Section 409A Sample Clauses
Amendment; Section 409A. The Committee may from time to time amend the terms of this grant in accordance with the terms of the Plan in effect at the time of such amendment, but no amendment which is unfavorable to you can be made without your written consent. The Plan is of unlimited duration, but may be amended, terminated or discontinued by the Board of Directors of the Company at any time. However, no amendment, termination or discontinuance of the Plan will unfavorably affect this grant. Notwithstanding anything herein to the contrary, this Letter and the RSUs issued hereunder are intended not to be governed by or to be in compliance with Section 409A of the Code. To the extent applicable, this Letter and the RSUs shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding the foregoing, the Committee expressly reserves the right to amend the terms of the Plan and this grant with your consent which shall not be unreasonably withheld to the extent it determines that such amendment is necessary or desirable to comply with Section 409A of the Code, subject however to the right provided in your Employment Agreement to require the Company to make commercially reasonable adjustments requested by you in a manner which maintain the basic financial provisions of the Employment Agreement, for the purposes of avoiding the application of, or otherwise to comply with the provisions of, Section 409A of the Code. Notwithstanding anything in this Letter, in the event that you are deemed to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and you are not “disabled” within the meaning of Section 409A(a)(2)(C) of the Code, no payments hereunder that are “deferred compensation” subject to Section 409A of the Code shall be made to you prior to the date that is six (6) months after the date of your “separation from service” (as defined in Section 409A of the Code) or, if earlier, the date of your death. Following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date. For purposes of Section 409A of the Code, each of the payments that may be made to you hereunder are designated as separate payments for purposes of Treasury Regulations Section 1.409A-1(b)(4)(i)(F)...
Amendment; Section 409A. This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of the Company. The parties acknowledge that certain provisions of this Agreement may be required to be amended, following the issuance of additional guidance by the Internal Revenue Service with respect to Section 409A, to avoid the possible imposition of additional tax under Section 409A with respect to certain payments and benefits under this Agreement. The Company agrees that it will not unreasonably withhold its consent to any such amendments which in its determination are (i) feasible and necessary to avoid adverse tax treatment under Section 409A for the Executive, and (ii) not adverse to the interests of the Company.
Amendment; Section 409A. This Employment Agreement may be amended only by a written agreement signed by the parties hereto. In addition, to the extent that any of the payments hereunder are governed by Section 409A of the Internal Revenue Code of 1986, as amended, the parties will work together in good faith to amend any provisions as necessary for compliance in a manner that maintains the basic financial provisions of this agreement.
Amendment; Section 409A. This Employment Agreement may be amended only by a written agreement signed by the parties hereto. In addition, to the extent that any of the payments hereunder are or may be governed by Section 409A, the parties will work together in a commercially reasonable manner in good faith to amend any provisions as necessary for compliance or to avoid the application of Section 409A in a manner that maintains the basic financial provisions of this Employment Agreement. In this connection, each party will make any amendments or adjustments reasonably requested by the other party which satisfy the foregoing condition. The parties intend that ▇▇▇▇▇▇’▇ compensation set out herein shall not constitute “deferred compensation” within the meaning of Section 409A. However, the Company makes no representation as to the tax treatment of the payments under this Employment Agreement and expressly disclaims any liability therefor.