Substantial Risk of Forfeiture shall have the meaning ascribed to that term in Section 409A.
Substantial Risk of Forfeiture means such term as described in Treas. Reg. §§ 1.409A-1(d) and 1.409A-1(b)(4).
Substantial Risk of Forfeiture means that future Proceeds otherwise payable in connection with a Change of Control are conditioned on the occurrence of a future milestone (such as, without limitation, the attainment of a prescribed level of sales, revenues, earnings, equity value, return on invested capital or internal rate of return), such that, at the time the milestone is established, the possibility that the milestone will not be achieved is substantial, as further defined in Treasury Regulation §1.409A-1(d), without regard to the provision of that section under which additions or extensions of forfeiture conditions are disregarded.
Examples of Substantial Risk of Forfeiture in a sentence
The Employer in the Adoption Agreement may elect to apply a vesting schedule or to specify any other Substantial Risk of Forfeiture applicable to any or all Deferral Contributions.
If the Future Payment Event is subject to a Substantial Risk of Forfeiture at the time the Change of Control becomes effective, the Executive shall remain eligible to receive a distribution from any additional Proceeds received in connection with that Future Payment Event in accordance with this Section.
Notwithstanding the foregoing, except if the Future Payment Event is subject to a Substantial Risk of Forfeiture, if the Proceeds payable in connection with a Future Payment Event will be received by the Company or the Company’s equity holders on a date that is later than the fifth (5th) anniversary of the effective time of the Change of Control, Executive will not be eligible to receive a distribution in connection with those Proceeds.
More Definitions of Substantial Risk of Forfeiture
Substantial Risk of Forfeiture means such term as defined in U.S. Treasury Regulation Section 1.409A-1(d). For avoidance of doubt, a Substantial Risk of Forfeiture may lapse prior to the date the Award or RSU becomes vested.
Substantial Risk of Forfeiture shall have the meaning set forth in Reg. Section 1.409A-1(d).
Substantial Risk of Forfeiture means such term as defined in U.S. Treasury Regulation Section 1.409A-1(d). For avoidance of doubt, a Substantial Risk of Forfeiture may lapse prior to the date the Award becomes vested. 3. Certain Provisions Applicable to U.S. Participant AwardsEach Award an RSU granted to a U.S. Participant shall be subject to the following additional provisions:
Substantial Risk of Forfeiture shall have the meaning ascribed to that term in section 409A of the Code and Department of Treasury or Internal Revenue Service rules, regulations or guidance issued thereunder.
Substantial Risk of Forfeiture means Compensation which is payable conditioned: (i) on the performance of substantial future services by any person including the Participant; or (ii) on the occurrence of a condition related to a purpose of the Compensation, and where under clause (i) or (ii) the possibility of forfeiture is substantial. A condition related to the purpose of the Compensation relates to the Participant’s performance for the Employer or to the Employer’s business activities or organizational goals. A Substantial Risk of Forfeiture does not include any addition of a condition after a Legally Binding Right to the Compensation arises or any extension of a period during which the Compensation is subject to a Substantial Risk of Forfeiture. Compensation is not subject to a Substantial Risk of Forfeiture merely because payment is conditioned on the participant’s refraining from performing services. Compensation is not subject to a Substantial Risk of Forfeiture beyond the date or time that the Participant otherwise could have elected to receive the Compensation unless the amount of Compensation (disregarding Earnings) is materially greater than the amount of Compensation that the Participant otherwise could have elected to receive. As such, a Participant’s Elective Deferrals generally may not be made subject to a Substantial Risk of Forfeiture. In determining whether the possibility of forfeiture is substantial in the case of rights to Compensation granted to a Participant who owns significant voting power or value in the Employer, the Employer will apply Treas. Reg. § 1.409A-1(d)(3) and Applicable Guidance.
Substantial Risk of Forfeiture means as to 409A Amounts, and other than for purposes of application of Code § 457(f), Compensation which is payable conditioned: (i) on the performance of substantial future services by any person including the Participant; or (ii) on the occurrence of a condition related to a purpose of the Compensation, and where under clause (i) or (ii) the
Substantial Risk of Forfeiture means as to 409A Amounts, and other than for purposes of application of Code §457(f), Compensation which is payable conditioned: (i) on the performance of substantial future services by any person including the Participant; or (ii) on the occurrence of a condition related to a purpose of the Compensation, and where under clause (i) or (ii) the possibility of forfeiture is substantial. A condition related to the purpose of the Compensation relates to the Participant’s performance for the Employer or to the Employer’s business activities or organizational goals. A Substantial Risk of Forfeiture does not include any addition of a condition after a Legally Binding Right to the Compensation arises or any extension of a period during which the Compensation is subject to a Substantial Risk of Forfeiture. Compensation is not subject to a Substantial Risk of Forfeiture merely because payment is conditioned on the Participant’s refraining from performing services. Compensation is not subject to a Substantial Risk of forfeiture beyond the date or time that the Participant otherwise could have elected to receive the Compensation unless the amount of Compensation (disregarding Earnings) is materially greater than the amount of Compensation that the Participant otherwise could have elected to receive. As such, a Participant’s Elective Deferrals generally may not be made subject to a Substantial Risk of Forfeiture. In determining whether the possibility of forfeiture is substantial in the case of rights to Compensation granted to a Participant who owns significant voting power or value in the Employer, the Employer will apply Prop. Treas. Reg. §1.409A-1(d)(3) and Applicable Guidance. A Substantial Risk of Forfeiture for Grandfathered Amounts means as defined in Treas. Reg. §1.83-3(c) and in Notice 2000-0, X/X-00(x) or in Applicable Guidance. A Substantial Risk of Forfeiture for purposes of application of Code §457(f) under an Ineligible 457 Plan means as described in Code §457(f)(3)(B), Treas. Reg. §1.83-3(c) and Applicable Guidance.