Compliance with Section 409A of the. Internal Revenue Code of 1986, as amended This Agreement is intended to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company shall have the authority and the obligation to delay the payment of any amounts or the provision of any benefits under this Agreement to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly-traded companies). In such event, any amounts or the provision of any benefits under this Agreement to which Executive would otherwise be entitled during the six (6) month period following Executive’s termination of employment will be paid on the first business day following the expiration of such six (6) month period. Any provision of this Agreement that would cause the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Code or any regulations or rulings thereunder).)
Compliance with Section 409A of the. INTERNAL REVENUE CODE.
Compliance with Section 409A of the. Internal Revenue Code of 1986, as amended. This Agreement is intended to comply with Section 409A of the Code (or any regulations or rulings thereunder), and shall be construed and interpreted in accordance with such intent. Notwithstanding anything to the contrary in this Agreement, the Company shall have the authority and the obligation to delay the payment of any amounts or the provision of any benefits under this Agreement to the extent it deems necessary or appropriate to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “key employees” of certain publicly-traded companies). In such event, the payment of amounts or the provision of any benefits under this Agreement to which you are entitled will be delayed until the first Transition Agreement – Xxxxx Xxxxxxxx payroll immediately following the expiration date of the six month “waiting” period required by Section 409A. Any provision of this Agreement that would cause the payment of any benefit to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Code Section 409A (which amendment may be retroactive to the extent permitted by the Code or any regulations or rulings thereunder). If this Agreement is acceptable to you, please sign below and return the original to Xxxxx Xxxxxxxxxx within twenty-one (21) days after your receipt of this Agreement. The offer contained in this Agreement will automatically expire if the Company does not receive the fully executed Agreement from you by that date. Do not sign the Separation Date Release attached as Exhibit B until the Separation Date. This Agreement shall be subject to the approval of SumTotal’s Board of Directors and shall not be a binding obligation on the Company until such approval is obtained, if it is obtained. The Company looks forward to continuing to work with you during the Transition Period and wishes you the best in your future endeavors. Sincerely, SUMTOTAL SYSTEMS, INC. By: /s/ Xxxxx Xxxxxxxxxx 9/28/07 UNDERSTOOD AND AGREED: /s/ Xxxxx Xxxxxxxx Xxxxx Xxxxxxxx 9/24/07 Date Enclosures: Exhibit A – Employee Invention, Confidentiality, Nonsolicitation, and Noncompetition Agreement
Compliance with Section 409A of the. Internal Revenue Code; Short-Term Deferrral Exemption. This Agreement is intended, to the maximum extent possible, to avoid treatment of any compensation provided pursuant to this Agreement as “deferred compensation” subject to Section 409A of the Internal Revenue Code (the “Code”). Accordingly, this Agreement shall be interpreted in accordance with the following provisions:
Compliance with Section 409A of the. INTERNAL REVENUE CODE of the Severance Agreement is amended and restated in its entirety as follows:
Compliance with Section 409A of the. Internal Revenue Code (“Code”). Notwithstanding any provision of this Agreement to the contrary, distributions to Executive may not commence earlier than six (6) months after the date of a Separation from Service (as defined below) (or, if earlier, the date of death of Executive) if, pursuant to Internal Revenue Code Section 409A, as may be amended from time to time (“Section 409A”), Executive is considered a “specified employee” (under Internal Revenue Code Section 416(i)) of Bank if any stock of Bank or Company is publicly traded on an established securities market, or otherwise. In the event a distribution is delayed pursuant to this Section 5.13, the originally scheduled distribution shall be delayed for six months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six months of installment payments shall be delayed, aggregated and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six months and instead be made on the first day of the seventh month. “Separation from Service” shall mean that Executive has experienced a termination of employment from Bank which will be deemed to have occurred where the facts and circumstances indicate that Executive and Bank reasonably anticipated that Executive would permanently reduce his level of bona fide service to Bank to a level not to exceed 25% of the average level of bona fide services provided to Bank in the immediately preceding twelve months.
Compliance with Section 409A of the. Internal Revenue Code (“Section 409A”). Notwithstanding any other provision of this Agreement to the contrary, the provision, time and manner of payment or distribution of all compensation and benefits provided by this Agreement that constitute deferred compensation subject to and not exempted from the requirements of Section 409A (“Section 409A Deferred Compensation”) shall be subject to, limited by and construed in accordance with the requirements of Section 409A, including the following:
Compliance with Section 409A of the. Internal Revenue Code. It is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code (herein referred to as “Section 409A”). This Agreement shall be administered in a manner consistent with this intent. Notwithstanding any provision of this Agreement to the contrary, in the event any payment or benefit hereunder is determined to constitute a “deferral of compensation” subject to Section 409A, then to the extent necessary to comply with Section 409A, such payment or benefit shall not be made, provided or commenced until the first business day of the seventh month after the Executive’s “separation from service” as such phrase is defined for purposes of Section 409A (or, if earlier, on the Executive’s death).
Compliance with Section 409A of the. Internal Revenue Code of 1986, as amended If the Company determines that Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder at the time of his Separation, then (a) the severance payments under Section 4, to the extent not exempt from Section 409A of the Code, shall accrue and, to the extent accrued, shall be made commencing the seventh month after Executive’s Separation and (b) any Gross-Up Payment, to the extent not exempt from Section 409A of the Code, shall not be made earlier than the later of (i) the date determined under Section 4.7 or (ii) the first day of the seventh month after Executive’s Separation.
Compliance with Section 409A of the. INTERNAL REVENUE CODE of the Employment Agreement is amended and restated in its entirety as follows:
