Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with, Section 409A of the Internal Revenue Code, as amended (the “Code”). Notwithstanding any other provision of this Agreement, if Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then the payment of any amount or the provision of any benefit under this Agreement which is considered deferred compensation subject to Section 409A of the Code shall be deferred for six (6) months after Executive’s “separation from service” or, if earlier, Executive’s death as required by Section 409A(a)(2)(B)(i) of the Code (the “409A Deferral Period”). In the event payments are otherwise due to be made in installments or periodically during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. In the event benefits are required to be deferred, any such benefit may be provided during the 409A Deferral Period at Executive’s expense, with Executive having the right to reimbursement from the Company once the 409A Deferral Period ends, and the balance of the benefits shall be provided as otherwise scheduled. If Executive incurs any additional tax, interest or penalties under Section 409A of the Code as a result of the violation thereof, the Company at that time will pay Executive an additional amount so that, after all taxes on such amount, Executive has an amount remaining equal to such additional taxes, interest or penalties. Such gross-up payment shall be made, if at all, no later than the end of Executive’s taxable year next following the Executive’s taxable year in which the related taxes, interest or penalties are remitted. For purposes of this Agreement, Executive shall not be deemed to have terminated employment unless Executive has a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further services will be performed after such date or that the level of bona fide services Executive will perform after that date (whether as an employee or independent contractor) will permanently decrease to no more than 20 percent of the average level of bona fide services performed by Executive over the immediately preceding 36-month period. All rights to payments and benefit...
Effect of Section 409A a. Payments and benefits provided under or referenced in this Agreement are intended to be designed in such a manner that they are either exempt from the application of, or comply with, the requirements of, Section 409A of the U.S. Internal Revenue Code and the regulations issued thereunder (collectively, as in effect from time to time, “Section 409A”) and shall be construed, administered and interpreted in accordance with such intention. If, as of the date of the Executive’s termination, the Executive is a “specified employee” within the meaning of Section 409A, then to the extent necessary to comply with Section 409A and to avoid the imposition of taxes and/or penalties under Section 409A, payment to the Executive of any amount or benefit under this Agreement or any other Employer plan, program or agreement that constitutes “nonqualified deferred compensation” under Section 409A and which under the terms of this Agreement or any other Employer plan, program or arrangement would otherwise be payable as a result of and within six (6) months following such termination shall be delayed, as provided under current regulatory requirements under Section 409A, until the earlier of (i) five (5) days after the Employer receives notification of the Executive’s death or (ii) the first business day of the seventh month following the date of the Executive’s termination.
Effect of Section 409A. Notwithstanding anything to the contrary contained herein, in the event that (i) Executive notifies the Company, or the Company notifies Executive, in either case prior to the date on which a payment would otherwise be due under this agreement that Executive (or the Company, as applicable) believe that (x) the operation of this Agreement with respect to any such payment hereunder would fall within the coverage of Section 409A(a)(1) of the Internal Revenue Code (“IRC”) and (y) any payment hereunder is to be made on account of IRC Section 409A(a)(2)(A)(i) and Executive is a “specified employee” pursuant to IRC Section 409A(a)(2)(B)(i) then (ii) if Executive’s legal counsel and the Company’s legal counsel, in each case acting reasonably, agree that the foregoing analysis is correct, then such payment shall not be made until the date which is the earlier of the date of Executive’s death and the date which is six (6) months after the date of separation from service (the Termination Date).
Effect of Section 409A. (a) Notwithstanding anything to the contrary contained herein, with respect to payments due to Executive pursuant to Section 4.6(c)(iii)-(iv), 4.9(a)(iii)-(iv), and 4.9(d):
Effect of Section 409A. It is expressly contemplated by the parties that this Agreement will conform to, and be interpreted to comply with the final regulations issued under Section 409A of the Code. Notwithstanding any other provision of this Agreement, if the Executive does not sign this agreement prior to December 31, 2008, all amounts owed under the Prior Plan shall become subject to the provisions of Section 409A of the Code and the Executive shall be required to pay all applicable taxes, interest and penalties that may be due under Section 409A of the Code.
Effect of Section 409A. (a) It is intended that (1) each installment of the payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code, and (2) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under of Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v) of the Treasury Regulations. Notwithstanding anything to the contrary in this Agreement, if the Corporation determines (i) that on the date Executive’s employment with the Corporation terminates or at such other time that the Corporation determines to be relevant, Executive is a “specified employee” (as such term is defined under Section 409A of the Code and the Treasury Regulations promulgated thereunder) of the Corporation and (ii) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of the Code if provided at the time otherwise required under this Agreement then such payments shall be delayed until the date that is six months (or such longer period required under Section 409A of the Code, including such period, if applicable, as may be required under Internal Revenue Notice 2010-6) after date of Executive’s “separation from service” (as such term is defined under Section 409A of the Code) with the Corporation, or, if earlier the date of the Executive’s death. Any amounts delayed under this Section 16(a) shall be paid on the first day of the seventh month following the Executive’s termination of employment, or if earlier, the Executive’s death.
Effect of Section 409A. Notwithstanding the foregoing, amounts described in this Section 10 will be deferred to the extent, if any, necessary to avoid the imposition of excise taxes and other penalties pursuant to Section 409A of the Internal Revenue Code; provided, however, that in no event shall any such payments be deferred more than six months plus one day from the Termination Date. Subject to the proviso in the immediately preceding sentence, in the event of any such deferral, any deferred payments will be paid in a lump sum as soon as reasonably practicable after the earliest date on which they may be paid without causing the Employee to incur excise taxes and/or other penalties under Section 409A of the Internal Revenue Code.
Effect of Section 409A. It is expressly contemplated by the parties that this Employment Agreement will conform to, and be interpreted to comply with, Section 409A of the Code. Notwithstanding any other provision of this Employment Agreement, if Employee is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code at the time of his separation from service, then the payment of any amount under or pursuant to this Employment Agreement that is considered deferred compensation subject to Section 409A of the Code shall be deferred for six
Effect of Section 409A. If the termination of employment giving rise to the severance benefits described in Sections 7.3, 8.2 or 11.1 is not a "separation from service" within the meaning of Treasury Regulation § 1.409A-1(h)(1), then to the extent necessary to avoid the imposition of any accelerated or additional tax under Section 409A of the Code, such benefits will be deferred without interest until Executive experiences a separation from service. In addition, if necessary to prevent any accelerated or additional tax under Section 409A of the Code on amounts payable to Executive upon his separation from service, Commerce will postpone such payments (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the first payroll date that occurs after the date that is six months following Executive's "separation of service" with Commerce or RFB. The accumulated postponed amount will be paid in a lump sum payment within ten days after the end of the six-month period. If Executive dies during the postponement period and prior to the payment of postponed amount, the amounts postponed on account of Section 409A shall be paid to the personal representative of Executive's estate within 60 days after the date of his death.
Effect of Section 409A. If the termination of employment giving rise to the severance benefits described in Sections 7.3, 8.2 or 11.1 is not a "separation from service" within the meaning of Treasury Regulation § 1.409A-1(h)(1), then to the extent necessary to avoid the imposition of any accelerated or additional tax under Section 409A of the Code, such benefits will be deferred without interest until Executive experiences a separation from service. In addition, if necessary to prevent any accelerated or additional tax under Section 409A of the Code on amounts payable to Executive upon his separation from service, Metro will postpone such payments (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the first payroll date that occurs after the date that is six months following Executive's "separation of service" with Metro or RFB. The accumulated postponed amount will be paid in a lump sum payment within ten days after the end of the six-month period. If Executive dies during the postponement period and prior to the payment of postponed amount, the amounts postponed on account of Section 409A shall be paid to the personal representative of Executive's estate within 60 days after the date of his death.
