409A Provision. (i) For purposes of this letter agreement the term “termination of employment” and similar terms relating to your termination of employment mean a “separation from service” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section 409A”). The Company and you intend that this letter agreement comply in form and operation with the requirements of Section 409A, and all provisions of this letter agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and you will take reasonable actions to reform this letter agreement or any actions taken pursuant to their operation of this letter agreement in order to comply with Section 409A.
409A Provision. For purposes of this letter agreement the term “termination of employment” and similar terms relating to your termination of employment mean a “separation from service” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section 409A”). The Company and you intend that this letter agreement comply in form and operation with the requirements of Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and you will take reasonable actions to reform this letter agreement or any actions taken pursuant to their operation of this letter agreement in order to comply with Section 409A. [Signature page follows] If this letter agreement correctly expresses our mutual understanding, please sign and date a copy of this letter agreement and return it to us. Very truly yours, Tyme Technologies, Inc. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer The terms of this letter agreement are accepted and agreed to as of the date first set forth above by: /s/ Xxxxxx Xxxxxx IV Xxxxxx Xxxxxx IV Exhibit A Form of Option Agreement Tyme Technologies, Inc. Option Agreement Tyme Technologies, Inc., a Delaware corporation (the “Company”), pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”), has granted to Xxxxxx Xxxxxx IV (the “Optionee”) a stock option (the “Option”) to purchase a total of 150,000 shares (each, a “Share”) of the common stock, par value $0.0001 per share (the “Common Stock”), of the Company, at the exercise price of $7.75 per Share (the “Exercise Price”), on the terms and conditions set forth in this Option Agreement (this “Agreement”) and, in all respects, subject to the terms and conditions of the Plan. The effective date of grant of the Option is May 15, 2015 (the “Date of Grant”). Unless otherwise defined herein, the capitalized terms defined in the Plan shall have the same defined meanings in this Agreement.
409A Provision. For purposes of this letter agreement the term “termination of employment” and similar terms relating to your termination of employment mean a “separation from service” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section 409A”). The Company and you intend that this letter agreement comply in form and operation with the requirements of Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and you will take reasonable actions to reform this letter agreement or any actions taken pursuant to their operation of this letter agreement in order to comply with Section 409A. [signature page follows] If this letter agreement correctly expresses our mutual understanding, please sign and date a copy of this letter agreement and return it to us. Very truly yours, Tyme Technologies, Inc. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Operating Officer The terms of this letter agreement are accepted and agreed to on March 5, 2015 by: /s/ Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx EXHIBIT A
409A Provision. (i) For purposes of this letter agreement the term “termination of employment” and similar terms relating to your termination of employment mean a “separation from service” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section 409A”). For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. The Company and you intend that this letter agreement comply in form and operation with the requirements of Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and you will take reasonable actions to reform this letter agreement or any actions taken pursuant to their operation of this letter agreement in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.
409A Provision. This Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. The benefits provided under this Agreement are intended to be subject to a “substantial risk of forfeiture” (within the meaning of such term under section 409A of the Code), and paid within the short term deferral exception under section 409A of the Code, following the lapse of the applicable forfeiture conditions. Executive shall be solely responsible for any tax imposed under section 409A of the Code and in no event shall the Company have any liability with respect to any tax, interest or other penalty imposed under section 409A of the Code. For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments. In no event shall Executive, directly or indirectly, designate the calendar year of payment.
409A Provision. For purposes of this agreement the term “termination of employment” and similar terms relating to Executive’s termination of employment mean a “separation from service” as that term is defined under Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations issued thereunder (“Section 409A”). The Company and Executive intend that this agreement comply in form and operation with the requirements of Section 409A. To the extent permitted by applicable Department of Treasury/Internal Revenue Service guidance, or law or regulation, the Company and Executive will take reasonable actions to reform this agreement or any actions taken pursuant to their operation of this agreement in order to comply with Section 409A. All reimbursements under this agreement shall be made on or prior to the last day of the taxable year following the taxable year in which the expenses being reimbursed were incurred by Executive, any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Notwithstanding any other provision of this agreement, in no event shall the Company be liable for any additional tax, interest or penalty imposed upon or other detriment suffered by Executive under Section 409A or for any damages suffered by Executive for any failure of any provision of this agreement to be exempt from or to comply with Section 409A. (Signature page follows)
409A Provision. Section 11 of the Employment Agreement is hereby amended to include the following new Section 11(i) at the end thereof:
409A Provision. If any provision of this Agreement (or any award of compensation) would cause the Executive to incur any additional tax or interest under Section 409A of the Internal Revenue Code (the “Code”) or any regulations or Treasury guidance promulgated there under, the Bank may reform such provision provided that it will (i) maintain, to the maximum extent practical, the original intent of the applicable provision without violating the provisions of Section 409A or the Code and (ii) notify and consult with the Executive regarding such amendments or modifications prior to the effective date of any change.
409A Provision. It is the parties' intent that no payment made or to be made hereunder shall be subject to the provisions of Section 409A(a)(1)(B) of the Internal Revenue Code, as amended (the "IRC"). Accordingly, notwithstanding any other provision to the contrary contained herein, the parties agree that this Agreement shall be amended to conform to their intent as set forth in the preceding sentence and that they shall work together in good faith to accomplish such amendment taking into account any regulations or other guidance issued after the date hereof under IRC Section 409A.
409A Provision. Section 8.5(a) of the Employment Agreement is hereby amended to read as follows:
