American Jobs Creation Act of 2004 Sample Clauses

American Jobs Creation Act of 2004. To the extent the American Jobs Creation Act of 2004, as amended, and the regulations thereunder (collectively, the “Act”) apply to any payment to be made to Employee hereunder, the parties’ intent is that such payment, unless expressly provided otherwise (such as in the case of severance payments) or unless deferred pursuant to the terms of a written deferred compensation plan maintained by Employer or one of its affiliates, will be paid no later than (a) March 15th of the calendar year following the end of Employee’s first taxable year in which the amount is no longer subject to a “substantial risk of forfeiture” or (b) March 15th of the calendar year after the end of Employer’s first taxable year in which the amount is no longer subject to a “substantial risk of forfeiture.” The purpose of this provision is reflect the parties’ desire and intent to comply with the Act, to the extent applicable.
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American Jobs Creation Act of 2004. This Agreement shall be construed, administered and interpreted in accordance with a good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004. If the Company or Executive determines that any provision of this Agreement is or might be inconsistent with such provisions (including any administrative guidance issued thereunder), the parties shall make their best efforts in good faith to agree to such amendments to this Agreement as may be necessary or appropriate to comply with such provisions.
American Jobs Creation Act of 2004. In the event that any of the compensation or benefits payable to the Employee hereunder are considered to be non-qualified deferred compensation subject to the American Jobs Creation Act of 2004 (the "Jobs Act") and any regulations issued or to be issued by the Department of the Treasury thereunder, the Company and the Employee shall negotiate in good faith and agree to such amendments to this Agreement as they and their respective tax counsel deem necessary to avoid the imposition of additional taxes and penalties under the Jobs Act or such regulations, while preserving the economic benefits intended to be conferred on the Employee by this Agreement.
American Jobs Creation Act of 2004. This Agreement shall be construed, administered, and interpreted in accordance with (a) before January 1, 2008, a reasonable, good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004 and all guidance of general applicability issued thereunder (collectively the “AJCA”) and (b) after December 31, 2007, the AJCA. If the Company or the Executive determines that any provision of this Agreement is or might be inconsistent with such provisions, the parties shall attempt in good faith to agree on such amendments to this Agreement as may be necessary or appropriate to avoid adverse tax consequences under Section 409A of the Code. No provision of this Agreement shall be interpreted or construed to transfer any liability for a failure to comply with Section 409A of the Code from the Executive or any other individual to the Company.
American Jobs Creation Act of 2004. In the event that either party after consultation with its or his tax adviser reasonably determines that any item payable by the Bank to the Executive would be, or is reasonably likely to be, pursuant to Section 409A of the Code, as amended by the American Jobs Creation Act of 2004, P.L. 108-357 or any regulations promulgated thereunder includible in the Executive’s gross income in a taxable year before the year(s) in which the Executive actually receives the item, such party shall notify the other party in writing. Any such notice shall specify: (a) in reasonable detail the basis and reasons for such party’s determination; (b) any Internal Revenue Service notices, regulations, revenue rulings or procedures, or other authority for the party’s determination; and (c) any proposed amendment(s) to this Agreement that the notifying party believes would prevent the inclusion of such item in a tax year before the Executive’s actual year of receipt of such item of income. If such notification specifies proposed amendment(s) to this Agreement, the parties agree to negotiate in good faith the terms and conditions of an amendment to this Agreement. Provided, however, nothing in this Section 10 shall be construed or interpreted to require the Bank to increase any amounts payable to the Executive pursuant to this Agreement or to consent to any amendment that would materially and adversely change the Bank’s financial accounting or tax treatment of the payments to the Executive under this Agreement.
American Jobs Creation Act of 2004. The Plan is intended to provide for the deferral of compensation in accordance with the provisions of Section 409A of the Code and Treasury Regulations and published guidance issued pursuant thereto. Accordingly, the Plan shall be construed in a manner consistent with those provisions and may at any time be amended in the manner and to the extent determined necessary or desirable by the Company to reflect or otherwise facilitate compliance with such provisions. Notwithstanding any provision of the Plan to the contrary, no otherwise permissible election or distribution shall be made or given effect under the Plan that would result in taxation of any amount under Section 409A of the Code.
American Jobs Creation Act of 2004. The Agreement, as amended hereby, shall be construed, administered, and interpreted in accordance with (i) before January 1, 2008, a reasonable, good-faith interpretation of Section 409A of the Code and Section 885 of the American Jobs Creation Act of 2004 (collectively the “AJCA”) and (ii) after December 31, 2007, the AJCA. If Interpublic or Executive determines that any provision of the Agreement, as amended hereby, is or might be inconsistent with the requirements of the AJCA, the parties shall attempt in good faith to agree on such amendments to the Agreement as may be necessary or appropriate to avoid causing Executive to incur adverse tax consequences under Section 409A of the Code. No provision of the Agreement, as amended hereby, shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from Executive or any other individual to Interpublic.
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American Jobs Creation Act of 2004. It is intended that this Agreement comply in all applicable respects with Sections 409A(a)(2) through (4) of the Internal Revenue Code of 1986, as it may be amended from time to time, and any rulings, regulations, or other guidelines promulgated under either or both statutes (such statutes, rulings, regulations and other guidelines to be referred to collectively herein as “Section 409A”). This Agreement, and any amendments thereto, shall therefore be interpreted and implemented at all times so as to: (i) ensure compliance with Section 409A; and (ii) avoid a penalty or early taxation of any payment or benefit under this Agreement.
American Jobs Creation Act of 2004. The Corporation and you acknowledge and agree that all payments under this Change of Control Agreement will be made in compliance with and subject to the applicable requirements of Code Section 409A and the regulations and guidance of the Department of the Treasury interpreting and implementing Code Section 409A. If you are in agreement with the foregoing, please so indicate by signing and returning to the Corporation the enclosed copy of this letter, whereupon this letter shall constitute a binding agreement between you and the Corporation. Very truly yours, XXXXXX DODGE CORPORATION By ___________________________________ Senior Vice President, Human Resources Agreed: ______________________________________________ ____________________________ Date
American Jobs Creation Act of 2004. All amounts paid under this Agreement (including without limitation Base Salary) shall be paid less all applicable state and federal tax withholdings and any other withholdings required by any applicable jurisdiction or authorized by Employee. Notwithstanding any other provision of this Agreement whatsoever, the Company, in its sole discretion, shall have the right to provide for the application and effects of Section 280G and Section 409A of the Internal Revenue Code (relating to deferred compensation arrangements) and any related administrative guidance issued by the Internal Revenue Service. In particular, the Company shall have the authority to delay the payment of any amounts under this Agreement to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Internal Revenue Code (relating to payments made to certain “key employees” of publicly-traded companies); in such event, the payment(s) at issue may not be made before the date which is six (6) months after the date of Executive ‘s separation from service, or, if earlier, the date of death.
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