Special Payment Rules Sample Clauses

Special Payment Rules. A new Section 7.05 shall be added to the Agreement, to provide in its entirety as follows:
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Special Payment Rules. After a Change of Control, the time and form in which your benefit will be paid (regardless of the reason for your Termination of Employment) will depend on when your Termination of Employment occurs, as follows: If Your Termination of Employment Occurs On or Before the Second Anniversary of the Change of Control If Your Termination of Employment Occurs After the Second Anniversary of the Change of Control Subject to the “Delay of Payment to Top-50 Employees” (described below), Interpublic will pay the vested portion of your benefit in a lump sum within 30 days after your Termination of Employment. Interpublic will pay the vested portion of your benefit at the time and in the form set forth in your Participation Agreement.
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Special Payment Rules. “(i) ‘Specified Employee’ Rule. This Section 7.08(i) is intended to comply with the requirement under Section 409A(a)(2)(B)(i) of the Code to delay certain post-termination payments to Specified Employees for six (6) months after the Termination Date. In order to avoid an inadvertent violation of such requirement, the restrictions set forth in this Section 7.08(i) may be more restrictive than is required under Section 409A(a)(2)(B)(i) of the Code. However, this Section 7.08(i) shall not be construed to allow payment of any amount at any time that would cause a violation of Section 409A(a)(2)(B)(i) of the Code.
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Special Payment Rules. (a) The parties intend that each payment or installment of payments provided under this Agreement constitutes a separate payment for purposes of Section 409A of the Code (“Section 409A”) and that the payments satisfy, to the greatest extent possible, the exemptions from Section 409A, including those under Treasury Regulations 1.409A-1(b)(4) (short-term deferrals), 1.409A-1(b)(9)(iii) (two-times, two year exception) and 1.409A-1(b)(9)(v) (reimbursements and other separation pay). To the extent the Executive is deemed to be a “specified employee” (as defined under Treasury Regulation 1.409A-1(i)(1)) as of the date of his “Separation from Service” (as defined under Treasury Regulation 1.409A-1(h)), and any payments or benefits due to the Executive pursuant to this Agreement would constitute “deferred compensation” for purposes of Section 409A and are or may become subject to the additional tax under Section 409A or any other taxes or penalties imposed under Section 409A if provided at the time otherwise required under this Agreement, then such payments shall be delayed until the first day of the seventh month following the Executive’s Separation from Service or, if sooner, the date of Executive’s death, and shall be made in a lump sum on that date. Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a Separation of Service as defined in Treasury Regulation 1.409A-1(h). To the extent any expenses, reimbursements, benefits or other, similar plans or arrangements in which the Executive participates provide for a “deferral of compensation” within the meaning of Section 409A, such amount(s) shall be paid in accordance with Treasury Regulation 1.409A-3(i)(1)(iv). The Company acknowledges its obligation to exercise the utmost care and good faith in making determinations regarding the application of Section 409A to payments and benefits due to the Executive and shall indemnify the Executive for any penalties, interest, or excise tax.
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Special Payment Rules 
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Related to Special Payment Rules

  • Investment of Special Payment Moneys Any money received by the Trustee pursuant to Section 4.01(b) representing a Special Payment which is not distributed on the date received shall, to the extent practicable, be invested in Permitted Investments by the Trustee pending distribution of such Special Payment pursuant to Section 4.02. Any investment made pursuant to this Section 4.04 shall be in such Permitted Investments having maturities not later than the date that such moneys are required to be used to make the payment required under Section 4.02 on the applicable Special Distribution Date and the Trustee shall hold any such Permitted Investments until maturity. The Trustee shall have no liability with respect to any investment made pursuant to this Section 4.04, other than by reason of the willful misconduct or negligence of the Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment.

  • Special Payment If, at any time during the two (2) year period following a Change of Control (as defined in Section 6(j)(ii)), the Executive’s employment is terminated without Cause or by the Executive for Good Reason, the Executive will receive (A) his Base Salary through the date of termination, plus (B) an amount equal to two times Base Salary (which shall be the Base Salary as of the date of termination), payable in a lump sum as soon as practicable following the date of termination, plus (C) the Pro Rated Bonus, payable as soon as practicable following the date of termination, plus (D) an amount equal to two times the greater of (x) Incentive Bonus paid or earned but unpaid to Executive in respect of the prior fiscal year or (y) the average Incentive Bonus paid or earned but unpaid to Executive in respect of the three (3) previous years, payable as soon as practicable following the date of termination (E) any accrued and unpaid vacation pay, unreimbursed expenses or other benefits which may be applicable to and owing in accordance with Company policies or applicable law, plus (F) the continuation of all health benefits during the Severance Period, plus (G) the reimbursement by the Company for up to $10,000 for the cost of outplacement services during the one year following the date of termination, plus (H) acceleration of vesting and exercisability of all Incentive Equity; provided, however, if Executive is a “specified employee” as defined in Section 409A and the payments described above do not satisfy any applicable exemptions, then such payments shall not be made prior to the first day following the six-month period beginning on the date of termination of employment if such payments would otherwise violate 409A Guidance and such payments shall instead be accumulated and paid to Executive on the first day of the seventh month following his termination of employment. All payments due Executive under this Section 6(j) after the six-month period following Executive’s termination of employment shall be paid in accordance with the terms of this Section 6(j).

  • General Payment Provisions This Note shall be made in lawful money of the United States of America by check to such account as the Holder may from time to time designate by written notice to the Company in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a Business Day (as defined below), the same shall instead be due on the next succeeding day which is a Business Day and, in the case of any interest payment date which is not the date on which this Note is paid in full, the extension of the due date thereof shall not be taken into account for purposes of determining the amount of interest due on such date. For purposes of this Note, “Business Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the State of Texas are authorized or required by law or executive order to remain closed.

  • Investment of Payment Fund The Paying Agent shall invest the cash included in the Payment Fund as directed by Parent. Any interest and other income resulting from such investments shall be paid as directed by Parent. To the extent that there are losses with respect to such investments, Parent shall promptly replace or restore the portion of the Payment Fund lost through investments so as to ensure that the Payment Fund is maintained at a level sufficient to make such payments.

  • AMOUNT AND PAYMENT OF PURCHASE PRICE The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

  • Distributions to Certificateholders; Payment of Special Primary Insurance Premiums (a) On each Distribution Date, the Trustee (or any duly appointed paying agent) shall (i) subject to Section 3.05(a)(viii), withdraw from the Certificate Account any Special Primary Insurance Premium payable on such Distribution Date and pay such amount to the insurer under the applicable Special Primary Insurance Policy and (ii) withdraw from the Certificate Account the REMIC II Available Distribution Amount for such Distribution Date and distribute, from the amount so withdrawn, to the extent of the REMIC II Available Distribution Amount, the REMIC II Distribution Amount to the Certificateholders (including the Class R Certificateholders with respect to any distribution to the Holders of the Class R-2 Residual Interest), all in accordance with the written statement received from the Master Servicer pursuant to Section 4.02(b). Any Special Primary Insurance Premiums distributed pursuant to clause (i) above shall be distributed by means of payment acceptable to the insurer under the respective Special Primary Insurance Policy. Amounts distributed to the Certificateholders pursuant to clause (ii) above shall be distributed by wire transfer in immediately available funds for the account of, or by check mailed to, each such Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.01 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register.

  • Application Among Interest Rate Options All prepayments required pursuant to this Section 5.05 shall first be applied among the Interest Rate Options to the principal amount of the Loans subject to a Base Rate Option, then to Loans subject to Euro-Rate Option. In accordance with Section 5.06(b), the Borrower shall indemnify the Banks for any loss or expense including loss of margin incurred with respect to any such prepayments applied against Loans subject to a Euro-Rate Option on any day other than the last day of the applicable Euro-Rate Interest Period.

  • Amount and Payment of Special Interest Any Special Interest that accrues on a Note pursuant to Section 7.03(A) will be payable on the same dates and in the same manner as the Stated Interest on such Note and will accrue at a rate per annum equal to one quarter of one percent (0.25%) of the principal amount thereof for the first ninety (90) days on which Special Interest accrues and, thereafter, at a rate per annum equal to one half of one percent (0.50%) of the principal amount thereof; provided, however, that in no event will Special Interest, together with any Additional Interest, accrue on any day on a Note at a combined rate per annum that exceeds one half of one percent (0.50%). For the avoidance of doubt, any Special Interest that accrues on a Note will be in addition to the Stated Interest that accrues on such Note and, subject to the proviso of the immediately preceding sentence, in addition to any Additional Interest that accrues on such Note.

  • Treatment of Payment as Made on Designated Payment Date Solely for purposes of determining compliance with Code Section 409A, any payment under this Agreement made after the required payment date shall be deemed made on the required payment date provided that such payment is made by the latest of: (i) the end of the calendar year in which the payment is due; (ii) the 15th day of the third calendar month following the payment due date; (iii) if Employer cannot calculate the payment amount on account of administrative impracticality which is beyond the Executive’s control, the end of the first calendar year which payment calculation is practicable; and (iv) if Employer does not have sufficient funds to make the payment without jeopardizing the Employer’s solvency, in the first calendar year in which the Employer’s funds are sufficient to make the payment.

  • General Payment Terms The Base Rent, Additional Rent and all other sums payable by Tenant to Landlord hereunder are referred to as the "Rent". All Rent shall be paid without deduction, offset or abatement in lawful money of the United States of America. Rent for any partial month during the Term shall be prorated for the portion thereof falling due within the Term.

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