Certain Tax Provisions Sample Clauses

Certain Tax Provisions. Notwithstanding the foregoing provisions of this Section 3 (b), no severance payments or benefits to be paid or provided to Executive, if any, pursuant to this Agreement that are considered deferred compensation not exempt under Section 409A of the Code will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A of the Code. For purposes of this Agreement, any reference totermination of service” or “termination” or any similar term shall be construed to mean a “separation of service” within the meaning of Section 409A of the Code. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A of the Code. To the extent required by Section 409A of the Code, if any amount constituting non-exempt deferred compensation under Section 409A of the Code is or becomes payable to Executive at a time in which Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), solely as a result of Executive’s termination of employment with the Company, payment of such amount shall be delayed until the first business day after the six-month anniversary of the date of such termination of employment. Whether or not Executive is a specified employee and whether or not the payment is required to be delayed for such six-month period shall be determined by Bank and/or Company in accordance with the provisions of Treasury Regulation Section 1.409A-1(i). To the extent any reimbursement or in-kind benefits provided to Executive pursuant to this Agreement are subject to Section 409A of the Code, including without limitation any health plan benefit subject to Section 409A of the Code, then in accordance with Section 409A of the Code (i) the amount of the expenses eligible for reimbursement or in-kind benefits provided during Executive’s taxable year shall not affect the expense eligible for reimbursement or in-kind benefits provided in any other taxable year; (ii) the reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit...
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Certain Tax Provisions. Non-compliance by any Lender with this Section 2.6 will not relieve O-I Australia of its obligations under Section 4.7(a).
Certain Tax Provisions. Mr. English acknowledges and agrees that all payments and benefits which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject.
Certain Tax Provisions. Company is not a “foreign person” within the meaning of section 1445 of the Code.
Certain Tax Provisions. Employee acknowledges and agrees that all payments and benefits made or provided to Employee pursuant to the terms hereof which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject.
Certain Tax Provisions. If any payment otherwise due hereunder would be, when otherwise due, subject to additional taxes and interest under Section 409A of the Code, for example, and not by way of limitation, because of the prohibition under Section 409A against the payment of deferred compensation on account of separation of service within six months of separation in the case of any key employee of a public company, then such payment shall be deferred to the extent required to avoid such additional taxes and interest. If any payment to be made or benefit to be provided to Executive pursuant to this Agreement, after taking into account all other relevant payments or benefits provided to Executive, would constitute or give rise to a “parachute payment” as defined in Section 280G of the Code, then the payments to be made or benefits to be provided to Executive and otherwise taken into account in the determination of such a parachute payment shall be reduced so that the aggregate present value of all such payments and benefits does not exceed three times Executive’s “annualized includible compensation for the base period” (as such phrase is defined in Section 280G(d)(1) of the Code) minus one dollar. The determination of any reduction in the payments or benefits to be provided to Executive shall be made by the Corporation and the Corporation’s determination in good faith shall be conclusive and binding on the Corporation.
Certain Tax Provisions. In the event of any inconsistency between any provision of this Agreement and Section 409A of the Internal Revenue Code of 1986 (as amended, the “Code”), including any regulatory and administrative guidance issued from time to time thereunder, the provisions of Section 409A shall control. It is the intention of the parties hereto that this Agreement satisfy the requirements of Code Section 409A, and the parties hereby agree to amend this Agreement as and when necessary or desirable to conform to or otherwise properly reflect any guidance issued under Code Section 409A after the date hereof without violating Code Section 409A. In case any one or more provisions of this Agreement fails to comply with the provisions of Code Section 409A, the remaining provisions of this Agreement shall remain in effect, and this Agreement shall be administered and applied as if the non-complying provisions were not part of this Agreement. The parties in that event shall endeavor to agree upon a reasonable substitute for the non-complying provisions, to the extent that a substituted provision would not cause this Agreement to fail to comply with Code Section 409A, and, upon so agreeing, shall incorporate such substituted provisions into this Agreement.
Certain Tax Provisions. Mr. Hamann acknowledges and agrees that all payments and benefits which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. HAMANN: /s/ John R. Hamann John R. Hamann, individually THOMAS GROUP, INC. By: /s/ James Taylor Name: James Taylor Title: Chief Financial Officer Approved by: By: /s/ James E. Dykes Name: James E. Dykes Title: Chairman, Nominating, Corporate Governance and Compensation Committee EXHIBIT "A" Severance Compensation and Benefits
Certain Tax Provisions. Mr. Hamann acknowledges and agrees that all payments and benefits which are required by applicable federal, state or local laws to be subject to withholding for income taxes, shall be so subject. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. MR. HAMANN: --------------------------------------------- John R. Hamann, individually THOMAS GROUP, INC. By: ------------------------------------------ Name: James E. Dykes Title: Chairman, Nominating, Corporate Governance and Compensation Committee EXHIBIT I SEVERANCE BENEFIT PAYMENTS TERMINATION DURING THE FIRST 12 MONTHS OF THIS AGREEMENT: