Common use of Section 409A Provisions Clause in Contracts

Section 409A Provisions. It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if Healthways determines (i) that on the Effective Date or at such other time that Healthways determines to be relevant, Xx. Xxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Healthways and (ii) that any payments to be provided to Xx. Xxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s termination of employment with Healthways, or such shorter period that, as determined by Healthways, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”). Any payments delayed pursuant to this Paragraph 15 will be made in a lump sum on the first day of the seventh month following Xx. Xxx’x termination of employment, or such earlier date that, as determined by Healthways, is sufficient to avoid the imposition of any Section 409A Taxes. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. In addition, to the extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or other related agreement provides for a “deferral of compensation” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder, such amounts shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, Healthways does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A, and Healthways will not be liable to Xx. Xxx for any tax, interest or penalties that Xx. Xxxxx might owe as a result of any payments hereunder.

Section 409A Provisions. It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A of the Code and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if Healthways O’Charley’s determines (i) that on the Effective Termination Date or at such other time that Healthways O’Charley’s determines to be relevant, Xx. Xxx Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Healthways O’Charley’s and (ii) that any payments to be provided to Xx. Xxx Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then (A) such payments will be delayed until the date that is six (6) months after the date of the Executive’s termination of employment with HealthwaysO’Charley’s, or such shorter period that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”). Any payments delayed pursuant to this Paragraph 15 20 will be made in a lump sum on the first day of the seventh month following Xx. Xxx’x Xxxxx’ termination of employment, or such earlier date that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of any Section 409A Taxes. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. In addition, to the extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or other related agreement provides for a “deferral of compensation” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder, such amounts shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, Healthways the Company does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A409A of the Code, and Healthways will the Company shall not be liable to Xx. Xxx Xxxxx for any tax, interest or penalties that Xx. Xxxxx might owe as a result of any payments hereunder. 22.

Section 409A Provisions. It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A of the Code and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if Healthways O’Charley’s determines (i) that on the Effective Termination Date or at such other time that Healthways O’Charley’s determines to be relevant, Xx. Xxx Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Healthways O’Charley’s and (ii) that any payments to be provided to Xx. Xxx Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then (A) such payments will be delayed until the date that is six (6) months after the date of the Executive’s termination of employment with HealthwaysO’Charley’s, or such shorter period that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”). Any payments delayed pursuant to this Paragraph 15 20 will be made in a lump sum on the first day of the seventh month following Xx. Xxx’x Xxxxx’ termination of employment, or such earlier date that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of any Section 409A Taxes. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. In addition, to the extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or other related agreement provides for a “deferral of compensation” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder, such amounts shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, Healthways the Company does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A409A of the Code, and Healthways will the Company shall not be liable to Xx. Xxx Xxxxx for any tax, interest or penalties that Xx. Xxxxx might owe as a result of any payments hereunder.

Section 409A Provisions. It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if Healthways the Company determines (i) that on the Effective Resignation Date or at such other time that Healthways the Company determines to be relevant, XxMx. Xxx Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Healthways the Company and (ii) that any payments to be provided to XxMx. Xxx Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then (A) such payments will be delayed until the date that is six (6) months after the date of the Executive’s termination of employment with Healthwaysthe Company, or such shorter period that, as determined by Healthwaysthe Company, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”). Any payments delayed pursuant to this Paragraph 15 19 will be made in a lump sum on the first day of the seventh month following XxMx. Xxx’x Xxxxx’ termination of employment, or such earlier date that, as determined by Healthwaysthe Company, is sufficient to avoid the imposition of any Section 409A Taxes. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Resignation Date. In addition, to the extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or other related agreement provides for a “deferral of compensation” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder, such amounts shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, Healthways the Company does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A, and Healthways the Company will not be liable to XxMx. Xxx Xxxxx for any tax, interest or penalties that XxMx. Xxxxx might owe as a result of any payments hereunder.

Section 409A Provisions. It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Code Section 409A and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding anything to the contrary in this Agreement, if Healthways O’Charley’s determines (i) that on the Effective Date or at such other time that Healthways O’Charley’s determines to be relevant, Xx. Xxx Xxxxx is a “specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1)) of Healthways O’Charley’s and (ii) that any payments to be provided to Xx. Xxx Xxxxx pursuant to this Agreement are or may become subject to the additional tax under Code Section 409A(a)(1)(B) or any other taxes or penalties imposed under Code Section 409A (“Section 409A Taxes”) if provided at the time otherwise required under this Agreement, then such payments will be delayed until the date that is six (6) months after the date of the Executive’s termination of employment with HealthwaysO’Charley’s, or such shorter period that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of Section 409A Taxes (the “Payment Delay Period”). Any payments delayed pursuant to this Paragraph 15 19 will be made in a lump sum on the first day of the seventh month following Xx. Xxx’x Xxxxx’ termination of employment, or such earlier date that, as determined by HealthwaysO’Charley’s, is sufficient to avoid the imposition of any Section 409A Taxes. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their reasonable best efforts to achieve timely compliance with, Code Section 409A and the Treasury Regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. In addition, to the extent that any reimbursement (including expense reimbursements) provided for pursuant to this Agreement or other related agreement provides for a “deferral of compensation” within the meaning of Code Section 409A and the Treasury Regulations promulgated thereunder, such amounts shall be reimbursed in accordance with Section 1.409A-3(i)(1)(iv) of the Treasury Regulations. Notwithstanding the foregoing, Healthways O’Charley’s does not warrant that any payments provided herein will qualify for favorable treatment under Code Section 409A, and Healthways O’Charley’s will not be liable to Xx. Xxx Xxxxx for any tax, interest or penalties that Xx. Xxxxx might owe as a result of any payments hereunder.