Code §409A Compliance Sample Clauses
Code §409A Compliance. It is the intention of the Company and Employee that this Agreement not result in unfavorable tax consequences to Employee under Code §409A. The Company and Employee acknowledge that only limited guidance has been issued by the Internal Revenue Service with respect to the application of Code §409A to certain arrangements, such as this Agreement. It is expected by the Company and Employee that the Internal Revenue Service will provide further guidance regarding the interpretation and application of Code §409A in connection with finalizing its current proposed regulations. The Company and Employee acknowledge further that the full effect of Code §409A on potential payments pursuant to this Agreement cannot be determined at the time that the Company and Employee are entering into this Agreement. The Company and Employee agree to work together in good faith in an effort to comply with Code §409A including, if necessary, amending the Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that neither party shall be required to assume an economic burden beyond what is already required by this Agreement.
Code §409A Compliance. This Agreement is intended to comply with the requirements of Code §409A and guidance issued thereunder (with the severance pay and benefits to be exempt from, or in compliance with, Code §409A) and shall be construed accordingly. Any payments or distributions payable to Executive under this Agreement upon his Separation from Service of amounts classified as “nonqualified deferred compensation” for purposes of Code §409A, and not exempt from Code §409A, shall in no event be made or commence until 6 months after the date of such Separation from Service. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code §409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Code §409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable but no later than 90 days after Executive submits evidence of such expenses to the Company (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred).
Code §409A Compliance. If the Company or Executive believes, at any time, that this Agreement does not comply with Code § 409A, it will promptly advise the other party and both parties will negotiate reasonably and in good faith to amend the terms of the Agreement so that it complies with the most limited possible economic effect on the Company and Executive.
Code §409A Compliance. This Agreement is intended to provide payments which are exempt from Code §409A to the maximum extent permissible thereunder (e.g., as either short-term deferrals and/or separation pay plan benefits within the meaning of Treasury Regulations §§ 1.409A-1(b)(4) and 1.409A-1(b)(9), respectively) or, alternatively, to comply with the requirements of Code §409A and guidance issued thereunder, and shall be construed accordingly. If Executive is a “specified employee” within the meaning of Treasury Regulation § 1.409A-1(i), any payments or distributions payable to Executive under this Agreement upon his/her Separation from Service of amounts classified as “nonqualified deferred compensation” for purposes of Code §409A, and not exempt from Code §409A, shall in no event be made or commence until six (6) months after the date of such Separation from Service or, if earlier, Executive’s death. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code §409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Code §409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any payment(s) or benefit(s) shall not be subject to liquidation or exchange for another benefit. Any reimbursements under this Agreement shall be paid as soon as practicable but no later than ninety (90) days after Executive submits evidence of such expenses to the Company (which payment date shall in no event be later than the last day of the calendar year following the calendar year in which the expense was incurred.
Code §409A Compliance. It is intended that any payment under this Agreement will comply with (or alternatively be exempt from) Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and this Agreement shall be interpreted and construed on a basis consistent with such intent. Further, in the event that Section 409A requires that any special terms, provisions, or conditions be included in this Agreement, then such terms, provisions, and conditions shall, to the extent practicable, be deemed to be made a part of this Agreement. In no event shall any payment required to be made pursuant to this Agreement that is considered deferred compensation within the meaning of Section 409A (and is not otherwise exempt from the provisions thereof) be accelerated or delayed except as permitted by Section 409A. Any payment or installment made under this Agreement and any amount that is paid as a short-term deferral, within the meaning of Treasury Regulation Section 1.409A-1(b)(4), will each be treated as separate payments for purposes of Section 409A. For the purposes herein, the phrase “termination of employment” or similar phrases will be interpreted in accordance with the term “separation from service” as defined under Section 409A if and to the extent required under Section 409A. Any expenses eligible for reimbursement under this Agreement in any calendar year shall not affect any expenses eligible for reimbursement or in-kind benefits to be provided in any other calendar year. The Employee’s rights to reimbursement shall not be subject to liquidation or exchange for any other benefit.
Code §409A Compliance. This Agreement is intended to provide payments which are exempt from Code §409A to the maximum extent permissible thereunder (e.g., as either short-term deferrals and/or separation pay plan benefits within the meaning of Treasury Regulations §§ 1.409A-1(b)(4) and 1.409A-1(b)(9), respectively) or, alternatively, to comply with the requirements of Code §409A and guidance issued thereunder, and shall be construed accordingly. If Executive is a “specified employee” within the meaning of Treasury Regulation § 1.409A-1(i), any payments or distributions payable to Executive under this Agreement upon his Separation from Service of amounts classified as “nonqualified deferred compensation” for purposes of Code §409A, and not exempt from Code §409A, shall in no event be made or commence until 6 months after the date of such Separation from Service or, if earlier, Executive’s death. Each payment under this Agreement (whether of cash, property or benefits) shall be treated as a separate payment for purposes of Code §409A. With respect to payments or benefits provided under this Agreement that are reimbursements or in-kind payments that are not exempt from Code §409A, the amount of such payment(s) or benefit(s) during any calendar year shall not affect payment(s) or benefit(s) provided in any other calendar year, and the right to any
Code §409A Compliance