Amendment and Delay to Meet the Requirements of Section 409A Sample Clauses

Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A. END OF AGREEMENT
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Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code.
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Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code. EXHIBIT C Form of Endorsement Split Dollar Life Insurance Agreement SOURCEFIRE, INC. ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT Xxxx Xxxxxx THIS ENDORSEMENT SPLIT DOLLAR LIFE INSURANCE AGREEMENT (“Agreement”) is made and entered into this 8th day of April, 2013, by and between Sourcefire, Inc., a Delaware Corporation (“Company”) and Xxxx Xxxxxx (“Executive”). Pursuant to Section 6.2 and Exhibit C of the employment agreement between the Company and the Executive dated April 8, 2013, the Company is to acquire a variable universal life insurance policy, with the Executive as the insured (the “Policy”). This Agreement memorializes the agreement between the Company and the Executive regarding the continuation of the Policy (and each party’s rights and obligations with respect to the Policy) in connection with and following Executive’s retirement.
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Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A and makes no undertaking to prevent Section 409A from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A. END OF AGREEMENT EXHIBIT A rTSR CALCULATION PRINCIPLES • rTSR Percentile shall be determined by comparing the Company’s rTSR with that of the Company’s compensation peer companies established for compensation benchmarking purposes: [Insert peer list.] • The value of a Company share and the value of a share of each peer company shall be measured at the beginning and the end of the Measurement Period based on the twenty (20) trading day average ending on the first day of the Measurement Period and the Determination Date, respectively. • Cash dividends paid on a Company share or a peer company share during the Measurement Period will be deemed reinvested in the applicable share on the applicable ex-dividend date. The value of a share at the Determination Date determined under the immediately preceding bullet will be multiplied by the number of shares resulting from any such deemed reinvestment. • If a peer company ceases to exist as an independent publicly traded company, then the Company’s Percentile rank shall be determined based on the group without such former peer. • Peer companies that file for bankruptcy, liquidation or similar reorganization during the Measurement Period will remain peer companies positioned below the lowest performing non-bankrupt peer company. • Equitable adjustments will be made for stock splits and similar transactions occurring during the Measurement Period. • If a Corporate Transaction or Change in Control prior to the Determination Date results in a conversion of the Award to time-based vesting, the Company’s TSR for purposes of the rTSR Percentile rank shall be determined using the value of the consideration payable in the transaction for a Company share (if available). Otherwise, the twenty (20) trading day average endin...
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Amendment and Delay to Meet the Requirements of Section 409A. The Company, in the exercise of its sole discretion and without your consent, may amend or modify this Award Agreement in any manner and delay the issuance of any Stock or other securities issuable pursuant to this Award Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable.
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Amendment and Delay to Meet the Requirements of Section 409A. Executive acknowledges that the Company, in the exercise of its sole discretion and without the consent of Executive, may amend or modify this Agreement in any manner and delay the transfer of any Shares transferable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. Executive is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code.
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Related to Amendment and Delay to Meet the Requirements of Section 409A

  • Amendment of Section 6 14. Section 6.14 of the Credit Agreement is amended to read as follows:

  • Amendment of Section 4 6. Pursuant to Section 9.2 of the Indenture, Section 4.6(a) of the Indenture is hereby amended and restated in its entirety to read as follows:

  • Amendment of Section 3 Section 3 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: Term. Unless otherwise terminated in accordance with Sections 8, 9, 10 or 11, the Employment Term shall be for a term ending April 30, 2015. This Agreement shall be automatically renewed for successive additional Employment Terms of one (1) year each unless notice of termination is given in writing by either party to the other party at least thirty (30) days prior to the expiration of the initial Employment Term or any renewal Employment Term.

  • Amendment of Section 5 3. Section 5.3 of the Agreement is hereby amended to read as follows:

  • Amendment of Section 10 1. Section 10.1 of the Note Agreement is amended to read in its entirety as follows:

  • Amendment of Section 7 2.10(f). Clause (iii) of Section 7.2.10(f) of the Credit Agreement is hereby amended and restated in its entirety to the following:

  • Amendment of Section 2 07. Section 2.07 of the Agreement is hereby amended to read as follows:

  • Amendment of Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate locations according to alphabetical order, or by amending and restating existing definitions to read as indicated, as applicable:

  • Amendment of Section 9.2. Section 9.2 of the Credit Agreement is hereby amended to read in its entirety as follows:

  • Amendment of Section 1 Section 1 of the Rights Agreement is supplemented to add the following definitions in the appropriate locations:

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