Common use of Section 409A Compliance Clause in Contracts

Section 409A Compliance. To the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any compensation or benefits payable under this Agreement will be immediately taxable to the Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments, policies and procedures with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Executive or any other individual to the Company or any of its affiliates, employees or agents.

Appears in 19 contracts

Samples: Change in Control Severance Agreement (Hubbell Inc), Change in Control Severance Agreement (Hubbell Inc), Change in Control Severance Agreement (Hubbell Inc)

Section 409A Compliance. To The payments and benefits under this Agreement are intended to comply with or be exempt from Section 409A of the Code (to the extent applicable ) and, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in extent it would not adversely impact the event that the Company determines that any compensation or benefits payable under this Agreement will be immediately taxable to the Executive under Section 409A Company, the Company reserves the right (without any obligation agrees to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to interpret, apply and administer this Agreement and appropriate policies and procedures, including amendments, policies and procedures with retroactive effect, that in the Company determines to be least restrictive manner necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with or be exempt from such requirements without resulting in any diminution in the requirements value of payments or benefits to the Executive. Accordingly, payments and benefits that are contingent on the Executive’s termination of employment shall not be made unless such termination is also a “separation from service” within the meaning of Section 409A and thereby avoid of the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Executive or any other individual to the Company or any of its affiliates, employees or agents Code.

Appears in 5 contracts

Samples: Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp), Employment Agreement (Infinity Property & Casualty Corp)

Section 409A Compliance. To The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with with Section 409A of the Internal Revenue Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date (“Section 409A”). The Company shall take, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that Executive shall cooperate with the Company determines that any in taking, all steps reasonably necessary to have such benefits not be deferred compensation or benefits payable under this Agreement will be immediately taxable to the Executive arrangements under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (a) adopt including adopting such amendments to this Agreement and appropriate policies and procedures, including amendments, amendments and policies and procedures with retroactive effect, that the Company determines to be are reasonably necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, provided that (i) the Company will not be required to preserve take any such steps that impose any material additional costs on the economic benefits of this Agreement Company and to avoid less favorable accounting or tax consequences shall not take any such steps that impose any material additional costs on Executive (unless Executive otherwise consents thereto) and (ii) the Company will not be liable for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with take any such steps or for the imposition of any tax or penalty pursuant to Section 409A from the Executive or any other individual to the Company or any of its affiliates, employees or agents. 409A.

Appears in 4 contracts

Samples: Employment Agreement (Luna Innovations Inc), Employment Agreement (Luna Innovations Inc), Amended and Restated Employment Agreement (Luna Innovations Inc)

Section 409A Compliance. To It is the extent applicable, intention of the Company and the Grantee that the Restricted Stock and related benefits awarded under this Award Agreement shall be exempt from the requirements of Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of a manner consistent with this Agreement to the contrary, in intention. In the event that the Company or the Grantee reasonably determines that the Restricted Stock and/or any compensation or related benefits payable under this Award Agreement will may be immediately taxable subject to the Executive under Section 409A, the Company reserves the right (without any obligation and Grantee shall work together to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to this Award Agreement and appropriate or adopt other policies and procedures, or procedures (including amendments, policies and procedures with retroactive effect effective to the extent allowed under applicable laws), that the Company determines to be or take any other commercially reasonable actions necessary or appropriate to preserve cause the intended tax treatment Restricted Stock and related benefits awarded under this Award Agreement to (i) be exempt from Section 409A, or (ii) otherwise comply with the requirements of Section 409A.It is the intention of the Company and the Grantee that the Performance Units and related benefits provided by awarded under this Agreement Award Agreement shall comply with Section 409A and shall be interpreted in a manner consistent with this intent. Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to preserve have occurred for purposes of making any payments under this Award Agreement related to the economic benefits Performance Units unless such termination gives rise to a “Separation from Service” (within the meaning of this Agreement Section 409A, a “Separation from Service”) and references to avoid less favorable accounting or tax consequences for “termination of employment” shall mean Separation from Service. In the event that the Company or the Grantee reasonably determines that the Performance Units and/or (b) take such other actions as any related benefits under this Award Agreement fails to comply with Section 409A, the Company determines and Grantee shall work together to be adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of 409A. Nothing in this Agreement shall be interpreted or construed as a guarantee of any particular tax treatment to transfer any liability Grantee. Grantee shall be solely responsible for failure the tax consequences with respect to comply with Section 409A from the Executive or any other individual to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of its affiliates, employees or agents. Section 409A.

Appears in 3 contracts

Samples: Award Agreement (Methode Electronics Inc), Award Agreement (Methode Electronics Inc), Award Agreement (Methode Electronics Inc)

Section 409A Compliance. To The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidelines promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent applicable permitted, this Agreement shall be interpreted to be in accordance with, and incorporate compliance therewith. If Executive notifies the terms and conditions required by, Section 409A. Notwithstanding Company (with specificity as to the reason therefore) that Executive believes that any provision of this Agreement to the contrary (or of any award of compensation, in the event that the Company determines that any including equity compensation or benefits payable benefits) would cause Executive to incur any additional tax or interest under this Agreement will be immediately taxable to the Executive under Code Section 409A, the Company reserves the right (without any obligation shall, after consulting with Executive, reform such provision to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments, policies and procedures with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or try to comply with the requirements of Code Section 409A and thereby avoid through good faith modifications to the application of penalty taxes thereunder. No minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision of this Agreement shall be interpreted or construed to transfer any liability for failure hereof is modified in order to comply with Code Section 409A from the Executive or any other individual 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company or any of its affiliates, employees or agents. the applicable provision without violating the provision of Code Section 409A.

Appears in 3 contracts

Samples: Employment Agreement (dELiAs, Inc.), Employment Agreement (dELiAs, Inc.), Employment Agreement (dELiAs, Inc.)

Section 409A Compliance. Employee and Employer intend that the benefits provided under this Agreement will comply, in form and operation, with an exception to or exclusion from the requirements of Internal Revenue Code §409A and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention. To the extent applicable, this Agreement shall be interpreted in accordance with with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, and incorporate the terms and conditions required by, Section 409A. 409A”). Notwithstanding any provision of this Agreement to the contrary, in the event that if the Company determines that any such compensation or benefits payable under this Agreement will may be immediately taxable subject to the Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (a) may adopt such amendments to this Agreement and appropriate or adopt other policies and procedures, procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines to be are necessary or appropriate to (a) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of the benefits provided by this Agreement such compensation and benefits, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid 409A; provided, however, that this Section 23 shall not create any obligation on the application part of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Executive or any other individual to the Company to adopt any such amendment, policy or procedure or take any of its affiliates, employees or agents such other action.

Appears in 1 contract

Samples: Separation Agreement and General Release (Mocon Inc)

Section 409A Compliance. To It is intended that the Plan, the Agreement and the RSUs comply with, or be exempt from, the requirements of Section 409A and any related guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Accordingly, to the maximum extent applicable permitted, this Agreement shall be interpreted and administered to be in accordance with, and incorporate the terms and conditions required by, Section 409A. compliance therewith or exempt therefrom. Notwithstanding any provision other provisions of this Agreement to or the contrary, in the event that the Company determines that any compensation or benefits payable under this Agreement will be immediately taxable to the Executive under Section 409A Grant Notice, the Company reserves the right ( right, to the extent the Company deems necessary or advisable, if the Grantee is or becomes subject to federal income taxation, and without any obligation to do so or to indemnify the Executive Grantee for any failure to do so ) , to (a) adopt such amendments to unilaterally amend the Plan and/or this Agreement and appropriate policies and procedures to ensure that all RSUs are awarded in a manner that qualifies for exemption from or complies with Section 409A, including amendments provided, policies and procedures with retroactive effect however, that the Company determines to makes no representation that the RSUs will comply with or be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or and makes no undertaking to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with preclude Section 409A from the Executive or any other individual applying to the Company or any of its affiliates, employees or agents RSUs.

Appears in 1 contract

Samples: Restricted Stock Unit Agreement (Powersecure International, Inc.)

Section 409A Compliance. To The parties intend that any severance or other compensation payable to the Executive under this Agreement be paid or provided in compliance with Section 409A of the Code and all regulations, guidance, and other interpretative authority issued thereunder (“Section 409A”) such that there will be no adverse tax consequences, interest, or penalties for the Executive under Section 409A as a result of the payments and benefits so paid or provided to her. The parties agree to modify this Agreement, or the timing (but not the amount) of the payment of the severance or other compensation, or both, to the extent applicable necessary to comply with Section 409A. In addition, notwithstanding anything to the contrary contained in any other provision of this Agreement, the payments and benefits to be provided to the Executive under this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement subject to the contrary, in the event that the Company determines that any compensation or benefits payable under this Agreement will be immediately taxable to the Executive under Section 409A, the Company reserves the right (without any obligation to do so or to indemnify the Executive for failure to do so) to (a) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments, policies and procedures with retroactive effect, that the Company determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (b) take such other actions as the Company determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. No provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A from the Executive or any other individual to the Company or any of its affiliates, employees or agents provisions set forth below.

Appears in 1 contract

Samples: Change in Control Agreement (Innophos Holdings, Inc.)