Section 409A Amendment Clause Samples

Section 409A Amendment. This Agreement is intended to be exempt from Code Section 409A and this Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.

Section 409A Amendment. The Committee reserves the right (including the right to delegate such right) to unilaterally amend the Option Terms without the consent of the Participant to maintain compliance with Code Section 409A. The Participant’s acceptance of the Option constitutes acknowledgement and consent to such rights of the Committee.

Section 409A Amendment. The Award is intended to be exempt from Code Section 409A and this Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee. As provided in the Plan, in the event that this Award constitutes deferred compensation, the term Termination of Service shall be interpreted in a manner consistent with the term “separation from service” as defined under Code Section 409A. In addition, if the Participant is a “specified employee” at the time of such “separation from service,” delivery of Shares or other amounts payable on account of a “separation from service” shall be delayed six months to the extent required by Code Section 409A.

Section 409A Amendment. (a) The Award is intended to comply with Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee. ​ ​ (b) Notwithstanding the foregoing, if the Award is determined to be subject to Code Section 409A, then the special timing provisions of this section will apply. If the Participant is a Specified Employee (as defined below) at the time of a Termination of Service, no settlement of the Award shall occur before the date that is six (6) months after the date of Participant’s Termination of Service. Any settlement of an Award under this Agreement that would otherwise occur prior to the close of this six (6) month period shall occur within five (5) business days following the date which is six (6) months after the date of the Participant’s Termination of Service. If the Participant is a Specified Employee during an Identification Period (as defined below), the Participant shall be treated as a Specified Employee during the 12-month period that begins on the April 1 following the close of such Identification Period. For purposes of determining timing of payments, any references to retirement, resignation, or termination of employment or service shall mean a “separation of service” as defined in Section 409A. For purposes of this Agreement, (i) “Specified Employee” shall mean a “key employee” (as defined in Code Section 416(i) without regard to paragraph (5) thereof), as determined by the Company during an Identification Period, and with respect to such determination, “compensation” shall mean the Participant’s W-2 compensation as reported by the Company for the related Identification Period, and (ii) “Identification Period” shall mean each 12-month period ending on December 31 of each calendar year.

Section 409A Amendment. The SAR is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

Section 409A Amendment. This Award is intended to be exempt from Section 409A of the Code and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Grantee in order to maintain an exclusion from the application of, or to maintain compliance with, Section 409A of the Code. Any such amendment shall maintain, to the extent practicable, the original intent of the applicable provision. The Grantee’s acceptance of this Award constitutes the Grantee’s acknowledgement of and consent to such rights of the Company.

Section 409A Amendment. The Award is intended to be exempt from, or otherwise is compliant with, Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee. Notwithstanding any provision of this Agreement to the contrary, if the Participant is determined to be a “specified employee” (as defined in Code Section 409A) as of the date of the Participant’s Termination of Service, then the six (6)-month payment delay rule under Code Section 409A shall apply as set forth therein. All delayed payments shall be accumulated and paid in a lump-sum payment as of the first day of the seventh month following the date of the Participant’s Termination of Service (or, if earlier, as of Employee’s death). ​

Section 409A Amendment. It is intended that any income or payments to you provided pursuant to this letter agreement (any such income or payments being referred to as “Payments”) will not be subject to a 409A Tax. The provisions of this letter agreement will be interpreted and construed in favor of complying with any applicable requirements of Code Section 409A necessary in order to avoid the imposition of a 409A Tax. The Company and you agree to use its and your reasonable best efforts to cooperate to promptly amend (including, to the extent permitted, retroactively) this letter agreement (a) in order to comply with Code Section 409A to the extent it is reasonably determined by you and the Company that such amendment is required, including amending it to facilitate your ability to avoid the imposition of, or reduce the amount of, any 409A Tax, and (b) effect the terms of payment agreed to or specified under the Schedule, no later than December 31, 2007 (or (i) if the current “transition period” under applicable Code Section 409A guidance or regulations is extended , then no later than the last date of any such applicable extension or amendment, as applicable or (ii) if amendment is otherwise permitted under applicable Code Section 409A guidance, then until such date as permitted under such applicable Code Section 409A guidance); provided, however, that in no event shall any such amendment be effected if the terms of such amendment would, or would reasonably be expected to, result in a violation of any covenant of any Credit Facility. The Company and you shall diligently cooperate to provide full effect to this provision and the consent to any amendment described in the preceding sentence shall not be unreasonably withheld, conditioned or delayed by either party.