Section 409A Considerations Clause Samples

The Section 409A Considerations clause addresses compliance with Section 409A of the Internal Revenue Code, which governs the taxation of nonqualified deferred compensation plans. This clause typically outlines how payments or benefits under the agreement will be structured to avoid adverse tax consequences, such as specifying payment timing or conditions for deferral. Its core function is to ensure that the agreement does not inadvertently trigger penalties or additional taxes for the parties involved, thereby providing clarity and reducing the risk of noncompliance with federal tax regulations.
Section 409A Considerations. All of the payments and benefits payable pursuant to this Agreement are intended to comply with, or be exempt from, Section 409A to the extent the requirements of Section 409A are applicable hereto, and the provisions of this Agreement shall be construed and administered in a manner consistent with that intention. Notwithstanding anything herein to the contrary, (i) if at the time of the Participant’s termination of employment with the Company, the Participant is a “specified employee” as defined in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Participant) to the extent necessary to comply with the requirements of Section 409A until the first business day that is more than six (6) months following the Participant’s termination of employment with the Company (or the earliest date as is permitted under Section 409A) and (ii) if any other payments of money or other benefits due to the Participant hereunder could cause the application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company’s Board of Directors, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this paragraph in order to prevent any accelerated tax or additional tax under Section 409A, then such payments shall be paid at the time specified hereunder without any interest thereon. For purposes of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A. Without limiting the foregoing, the terms “terminates” or “termination of employment” or similar terms used in the Plan shall be interpreted to mean to occur when a “separation of service” occurs as defined under Section 409A.
View SourceView Similar (4)
Section 409A Considerations. Notwithstanding any other provision of the Plan to the contrary, any Award shall contain terms that (i) are designed to avoid application of Section 409A of the Code to the Award or (ii) are designed to avoid adverse tax consequences under Section 409A of the Code should that Code Section apply to the Award.
View SourceView Similar (2)
Section 409A Considerations. This paragraph 5(d) shall apply in the event the Bank determines, in good faith, that payment of severance benefits pursuant to this paragraph or paragraph 8(d) are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of ▇▇. ▇▇▇▇▇▇▇▇▇’▇ entitlement to any severance benefit pursuant to paragraph 5(b) or 8(b), ▇▇. ▇▇▇▇▇▇▇▇▇ shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service (a “Separation from Service”) within the meaning of Code Section 409A(a)(2)(A) and the applicable regulations promulgated thereunder. Notwithstanding any other provision of this agreement to the contrary, in no event shall the severance benefit to which ▇▇. ▇▇▇▇▇▇▇▇▇ may become entitled under the terms of paragraph 5(b) or 8(d) be paid to ▇▇. ▇▇▇▇▇▇▇▇▇ until the date on which he has incurred a Separation from Service; provided, however, that in the event ▇▇. ▇▇▇▇▇▇▇▇▇ was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him earlier than the first day of the seventh month after the date of such Separation from Service to the extent required by Code Section 409A and the applicable regulations. For purposes of this agreement, the term “Key Employee” means each person who is a “key employee” within the meaning of Code Section 416(i) and the applicable authority under such Code section and Code Section 409A. Any such delayed payments shall bear interest at the short-term applicable federal rate compounded semi-annually as in effect for the month in which ▇▇. ▇▇▇▇▇▇▇▇▇’▇ employment terminates.
View Source
Section 409A Considerations. All of the payments and benefits payable pursuant to this Agreement are intended to comply with, or be exempt from, Section 409A to the extent the requirements of Section 409A are applicable hereto, and the provisions of this Agreement shall be construed and administered in a manner consistent with that intention. Without limiting the foregoing, the terms “terminates” or “termination of employment” or similar terms used in the Plan shall be interpreted to mean to occur when a “separation of service” occurs as defined under Section 409A. For purposes of Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Notwithstanding anything to contrary herein, if the Executive is a “specified employee” for purposes of Section 409A at the time of his termination of employment, any Severance Amounts required to be made pursuant to Section 3 which are considered “nonqualified deferred compensation” subject to Section 409A shall commence on the day after the first to occur of (i) the day which is six (6) months from the Employment Termination Date, or (ii) the date of the Executive’s death. However, the Executive understands and agrees that the Company is not making any representations regarding any tax treatment of amounts paid pursuant to this Agreement.
View Source
Section 409A Considerations. This paragraph 5(d) shall apply in the event the Bank determines, in good faith, that payment of severance benefits pursuant to this paragraph or paragraph 8(d) are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of ▇▇. ▇▇▇▇▇’▇ entitlement to any severance benefit pursuant to paragraph 5(b) or 8(b), ▇▇. ▇▇▇▇▇ shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service (a “Separation from Service”) within the meaning of Code Section 409A(a)(2)(A) and the applicable regulations promulgated thereunder. Notwithstanding any other provision of this agreement to the contrary, in no event shall the severance benefit to which ▇▇. ▇▇▇▇▇
View Source
Section 409A Considerations. This paragraph 5(d) shall apply in the event the Bank determines, in good faith, that payment of severance benefits pursuant to this paragraph are subject to the provision of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of ▇▇. ▇▇▇▇▇’▇ entitlement to any severance benefit pursuant to this paragraph 5, ▇▇. ▇▇▇▇▇ shall be deemed to have incurred a termination of employment with the Bank only on such date on which his employment has been terminated by the Bank, each other member of the controlled group of corporations of which the Bank is a member, and each other entity under common control with the Bank, and has thereby incurred a separation from service (a “Separation from Service”) within the meaning of Code Section 409A(a)(2)(A). Notwithstanding any other provision of this agreement to the contrary, in no event shall the severance benefit to which ▇▇. ▇▇▇▇▇ may become entitled under the terms of paragraph 5(b) in the event of his termination for a reason other than good cause or the severance benefit to which ▇▇. ▇▇▇▇▇ may become entitled under the terms of paragraph 8 in the event of his termination of employment for Good Reason be paid to ▇▇. ▇▇▇▇▇ until the date on which he has incurred a Separation from Service; provided, however, that in the event ▇▇. ▇▇▇▇▇ was a Key Employee as of the date of his Separation from Service, no severance benefit shall be paid to him until the date which is not less than six months after the date of such Separation from Service. For purposes of this agreement, the term “Key Employee” means each person who is a “key employee” within the meaning of Code Section 416(i).
View Source

Related to Section 409A Considerations

  • Section 409A of the Code This Agreement is intended to comply with the requirements of Section 409A of the Code (including the exceptions thereto), to the extent applicable, and the Company shall administer and interpret this Agreement in accordance with such requirements. If any provision contained in this Agreement conflicts with the requirements of Section 409A of the Code (or the exemptions intended to apply under this Agreement), this Agreement shall be deemed to be reformed to comply with the requirements of Section 409A of the Code (or the applicable exemptions thereto). Notwithstanding anything to the contrary herein, for purposes of determining Executive’s entitlement to the payment or receipt of amounts or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code, Executive’s employment shall not be deemed to have terminated unless and until Executive incurs a “separation from service” as defined in Section 409A of the Code. Reimbursement of any expenses provided for in this Agreement shall be made promptly upon presentation of documentation in accordance with Sterling’s policies with respect thereto as in effect from time to time (but in no event later than the end of the calendar year following the year such expenses were incurred); provided, however, that in no event shall the amount of expenses eligible for reimbursement hereunder during a calendar year affect the expenses eligible for reimbursement in any other taxable year. Notwithstanding anything to the contrary herein, if a payment or benefit under this Agreement that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code is payable or provided due to a “separation from service” for purposes of the rules under Treas. Reg. § 1.409A-3(i)(2) (payments to specified employees upon a separation from service) and Executive is determined to be a “specified employee” (as determined under Treas. Reg. § 1.409A-1(i) and related Company procedures), such payment shall, to the extent necessary to comply with the requirements of Section 409A of the Code, be made on the date that is six (6) months after the date of Executive’s separation from service (or, if earlier, the date of Executive’s death). Any installment payments that are delayed pursuant to this Section 10 shall be accumulated and paid in a lump sum on the first day of the seventh month following the date of Executive’s separation from service (or, if earlier, upon Executive’s death), and the remaining installment payments shall begin on such date in accordance with the schedule provided in this Agreement. The Severance Benefits and CIC Severance Benefits are intended not to constitute deferred compensation subject to Section 409A of the Code to the extent such Severance Benefits or CIC Severance Benefits are covered by (a) the “short-term deferral exception” set forth in Treas. Reg. § 1.409A-1(b)(4), (b) the “two times severance exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(iii), or (c) the “limited payments exception” set forth in Treas. Reg. § 1.409A-1(b)(9)(v)(D). The short-term deferral exception, the two times severance exception and the limited payments exception shall be applied to the Severance Benefits or CIC Severance Benefits, as applicable, in order of payment in such manner as results in the maximum exclusion of such Severance Benefits or CIC Severance Benefits, as applicable, from treatment as deferred compensation under Section 409A of the Code. Each installment of the Severance Benefits or CIC Severance Benefits, as applicable, and any other payments or benefits that constitute nonqualified deferred compensation within the meaning of Section 409A of the Code shall be deemed to be a separate payment for purposes of Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement.

  • Payment of Consideration (a) Subject to and in accordance with the provisions of Section 2.9, Buyers shall, following receipt of the Final Order and the satisfaction or waiver of the other conditions precedent set forth in Article 8, pay and/or deliver or cause to be delivered the Aggregate Consideration to (or on behalf of) Sellers, as set forth herein. Buyers shall ensure that, on the Effective Date, (i) Adenyo has been provided with (A) the Adenyo Cash Consideration and (B) the Share Consideration to be paid pursuant to the Arrangement (if any), (ii) the Escrow Agent, on behalf of Sellers in accordance with the allocation determined pursuant to Section 2.22, shall have received by wire transfer of immediately available funds, the Escrow Amount, with such amount to be held in a segregated interest-bearing account (the “Escrow Account”), for the purposes of securing Sellers’ obligations to pay any post-closing adjustment amount pursuant to Section 2.19(c) pursuant to the terms set forth in this Agreement and in the Escrow Agreement, and (iii) Adenyo US has been paid the Adenyo US Cash Consideration. Buyers and Sellers hereby agree and acknowledge that payment of (x) the Additional Initial Consideration, if any, shall be deferred and made in accordance with the provisions of Sections 2.18 and 2.19 and (y) the Earn-out Amount shall be deferred and made in accordance with the provisions of Sections 2.13 and 2.14. (b) No fraction of a share of Common Stock shall be issued in connection with this Agreement, and any fractional share thereof shall be rounded to the nearest whole number. The Share Consideration shall be subject to certain restrictions set forth in the Lock-up Agreement dated as of the Effective Date by and between Parent and Adenyo, a form of which is attached hereto as Exhibit D (the “Lock-up Agreement”). Parent shall issue at the Effective Date separate certificates evidencing the shares subject to restriction under the Lock-up Agreement, which shall contain an applicable legend, and Parent’s transfer agent shall be provided with stop transfer instructions prohibiting the transfer of such shares until the respective dates upon which such shares are no longer subject to restriction under the Lock-up Agreement. Adenyo consents to such restrictions. Amalco shall not sell the Share Consideration in the public market; rather, as contemplated by the Plan of Arrangement, Amalco shall, in accordance with Applicable Law, distribute the Share Consideration to the Shareholders as soon as reasonably practicable and subject to Applicable Law. Parent shall assist Amalco in transferring, through Parent’s transfer agent, the Share Consideration (or any portion thereof) to the Shareholders within two Business Days following the receipt of written instructions from Amalco (subject, as applicable, to the Lock-up Agreement) specifying the names of the Persons to whom such shares are to be transferred and the number of shares of the Share Consideration to be transferred to each such Person (and, if such instructions are delivered two Business Days prior to the Effective Date, Parent will, to the extent practicable, use reasonable efforts to, through Parent’s transfer agent, assist Amalco in making such transfer effective on the Effective Date). Neither Parent nor any of its Affiliates shall be liable in any way with respect to the directions contained in any such written instructions. (c) The Escrow Amount shall be held in a segregated escrow account to be maintained separately as trust funds and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party to this Agreement, and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement, the Plan of Arrangement and the Escrow Agreement. The amounts held by the Escrow Agent in connection with this Agreement shall be delivered to it and held by it in Canadian accounts and, subject to the written approval and direction of Adenyo and Canadian Buyer, denominated in United States dollars and/or Canadian dollars (and, as applicable, with such funds to be converted from United States dollars to Canadian dollars at such conversion rates as Adenyo and Canadian Buyer may mutually approve in writing at any time after the date hereof).

  • Distributions Upon Income Inclusion Under Section 409A of the Code Upon the inclusion of any portion of the benefits payable pursuant to this Agreement into the Executive’s income as a result of the failure of this non-qualified deferred compensation plan to comply with the requirements of Section 409A of the Code, to the extent such tax liability can be covered by the Executive’s vested accrued liability, a distribution shall be made as soon as is administratively practicable following the discovery of the plan failure.

  • Additional Considerations For FEMA’s Assistance to Firefighters Grant (AFG) Program, recipients must include a penalty clause in all contracts for any AFG-funded vehicle, regardless of dollar amount. In that situation, the contract must include a clause addressing that non-delivery by the contract’s specified date or other vendor nonperformance will require a penalty of no less than $100 per day until such time that the vehicle, compliant with the terms of the contract, has been accepted by the recipient. This penalty clause should, however, account for force majeure or acts of God. AFG recipients should refer to the applicable year’s Notice of Funding Opportunity (NOFO) for additional information, which can be accessed at ▇▇▇▇.▇▇▇.

  • General Considerations a. All reports, drawings, designs, specifications, notebooks, computations, details, and calculation documents prepared by Vendor and presented to the Board pursuant to this Agreement are and remain the property of the Board as instruments of service. b. All analyses, data, documents, models, modeling, reports and tests performed or utilized by Vendor shall be made available to the Board upon request and shall be considered public records. c. Vendor is required to: (i) keep and maintain public records required by Board; (ii) upon request from Board’ s custodian of public records, provide Board with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a reasonable or as otherwise provided by law; (iii) ensure that public records that are exempt or, confidential and exempt, from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement and following completion of this Agreement if Vendor does not transfer the records to Board; (iv) upon completion of this Agreement, transfer, at no cost, to Board all public records in possession of Vendor or keep and maintain public records required by Board. d. If Vendor transfers all public records to Board upon completion of this Agreement, Vendor shall destroy any duplicate public records that are exempt or, confidential and exempt, from public records disclosure requirements. If Vendor keeps and maintains public records upon completion of this Agreement, Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Board, upon request from Board’s custodian of public records, in a format that is compatible with the information technology systems of Board. e. Vendor shall keep all books, records, files, drawings, plans and other documentation, including all electronically stored items, which concern or relate to the services required hereunder (the “Records”), for a minimum of five (5) years from the date of expiration or suspension of this Agreement, or as otherwise required by any applicable law, whichever date is later. The Board shall have the right to order, inspect, and copy all the Records as often as it deems necessary during any such period-of-time. The right to audit, inspect, and copy Records shall include all of the records of sub-Vendors (if any). f. Vendor shall, at all times, comply with the Florida Public Records Law, the Florida Open Meeting Law and all other applicable laws, rules and regulations of the State of Florida. g. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDORS’ DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT ▇▇▇-▇▇▇-▇▇▇▇, Sumter County Board of County Commissioners, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Wildwood, Florida 34785 or via email at ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. h. Vendor shall, at all times, carry General Liability, and Worker’s Compensation Insurance pursuant to the insurance requirements in RFP ▇▇▇-▇-▇▇▇▇/JV, naming Board as both a certificate holder and an additional insured in each such policy. i. Upon Vendor’s written request, the Board will furnish, or cause to be furnished, such reports, studies, instruments, documents, and other information as Vendor and Board mutually deem necessary, and Vendor may rely upon same in performing the services required under this Agreement. j. Vendor is obligated by this agreement to comply with Section 20.055(5), Florida Statutes. k. Any entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non-responsive contractor may not submit a bid.