Section 409A Performance Based Compensation definition

Section 409A Performance Based Compensation means any Incentive Award that qualifies as “performance based compensation” within the meaning of Regulations Section 1.409A-1(e). Notwithstanding any other provision herein, no Incentive Award will be deemed to constitute Section 409A Performance Based Compensation if the performance conditions that serve as the basis for the Incentive Award are substantially certain to be satisfied at the time such performance conditions are established.
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Section 409A Performance Based Compensation means any Incentive Award which qualifies as “performance based compensation” within the meaning of Code Section 409A, Notice 2005-1, and any other interpretive authorities promulgated thereunder. Notwithstanding any other provision herein, no Incentive Award will be deemed to constitute performance based compensation if the performance conditions that serve as the basis for the Incentive Award are substantially certain to be satisfied at the time a Participant makes an election to defer the Incentive Award under Article III hereof.
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Section 409A Performance Based Compensation means any Incentive Award that qualifies as “performance based compensation” within the meaning of Regulations Section
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Examples of Section 409A Performance Based Compensation in a sentence

  • An Eligible Employee who wishes to become a Participant in the Plan must submit a signed Irrevocable Election Form in accordance with Article III(B) and (D) below within the time frame permitted by the Plan Administrator, which shall in no event be later than the last business date preceding the calendar year in which such Annual Base Compensation or Incentive Award that does not qualify as Section 409A Performance Based Compensation is earned.

  • Notwithstanding any other provision herein, no Incentive Award will be deemed to constitute Section 409A Performance Based Compensation if the performance conditions that serve as the basis for the Incentive Award are substantially certain to be satisfied at the time such performance conditions are established.

Related to Section 409A Performance Based Compensation

  • Performance-Based Compensation means compensation qualifying as “performance-based compensation” under Section 162(m) of the Code.

  • Qualified Performance-Based Compensation means any compensation that is intended to qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

  • Incentive-Based Compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

  • Performance-Based Cash Award means a cash Award under Article XI of this Plan that is payable or otherwise based on the attainment of certain pre-established performance goals during a Performance Period.

  • Performance-Based Awards means the Performance Share Awards and Restricted Stock Awards granted to selected Covered Employees pursuant to Articles 9 and 10, but which are subject to the terms and conditions set forth in Article 11. All Performance-Based Awards are intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

  • Section 162(m) Award means a Performance Award granted under Section 6(k)(i) to a Covered Employee that is intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m).

  • Qualified Performance-Based Award means an Award intended to qualify for the Section 162(m) Exemption, as provided in Section 11.

  • Performance-Based Award means any Restricted Stock Award, Restricted Stock Units, Performance Share Award or Cash-Based Award granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Deferred Compensation Award means an award of Stock Units granted to a Participant pursuant to Section 12 of the Plan.

  • Security Based Compensation Arrangement means a stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares to Directors, officers, Employees and/or service providers of the Corporation or any subsidiary of the Corporation, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

  • Performance-based contracting means the structuring of all

  • Performance-Based Restricted Stock means Shares issued or transferred to an Eligible Individual under Section 9.2.

  • Nonqualified deferred compensation plan means a compensation plan described in Section 3121(v)(2)(C) of the Internal Revenue Code.

  • Performance Compensation Award means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

  • Section 162(m means Section 162(m) of the Code.

  • Nonqualified Deferred Compensation Rules means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

  • Performance-Based Exception means the performance-based exception from the tax deductibility limitations of Code Section 162(m).

  • Cash-Based Award means an Award entitling the recipient to receive a cash-denominated payment.

  • Section 162(m) Participant means any key Employee designated by the Administrator as a key Employee whose compensation for the fiscal year in which the key Employee is so designated or a future fiscal year may be subject to the limit on deductible compensation imposed by Section 162(m) of the Code.

  • Section 409A means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

  • Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).

  • Cash Performance Award means an Award that is denominated by a cash amount to an Eligible Person under Section 10 hereof and payable based on or conditioned upon the attainment of pre-established business and/or individual Performance Goals over a specified performance period.

  • Performance Awards means Performance Units, Performance Shares or either or both of them.

  • Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);

  • share-based award means an award under an equity incentive plan of equity-based instruments that do not have option-like features, including, for greater certainty, common shares, restricted shares, restricted share units, deferred share units, phantom shares, phantom share units, common share equivalent units, and stock.