409A Safe Harbor Clause Samples
The 409A Safe Harbor clause establishes compliance with Section 409A of the Internal Revenue Code, which governs the taxation of nonqualified deferred compensation plans. This clause typically outlines specific plan features or procedures—such as payment timing, deferral elections, and valuation methods—that are designed to meet IRS safe harbor requirements and avoid adverse tax consequences for participants. By adhering to these standards, the clause helps ensure that deferred compensation arrangements are not subject to immediate taxation or penalties, thereby providing legal certainty and protecting both employers and employees from unintended tax liabilities.
POPULAR SAMPLE Copied 1 times
409A Safe Harbor. The parties hereto intend that any and all post-employment compensation under this Agreement satisfy the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any regulations or guidance promulgated thereunder (“Section 409A”) or an exception or exclusion therefrom to avoid the imposition of any accelerated or additional taxes pursuant to Section 409A. Accordingly, notwithstanding anything in this Agreement to the contrary, in no event shall Tower or FNB be obligated to commence payment or distribution to the Executive of any amount that constitutes deferred compensation within the meaning of Section 409A earlier than the earliest permissible date under Section 409A that such amount could be paid without any accelerated or additional taxes or interest being imposed under Section 409A. Tower, FNB and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A and to cause any and all amount due under this Agreement, the payment or distribution of which is delayed pursuant to Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A.
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall the Companies be obligated to commence payment or distribution to the Executive of any amount that constitutes nonqualified deferred compensation within the meaning of Internal Revenue Code section 409A (“Code section 409A”) earlier than the earliest permissible date under Code section 409A that such amount could be paid without additional taxes or interest being imposed under Code section 409A. The Companies and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code section 409A.
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall the Employer be obligated to commence payment or distribution to the Executive of any amount that constitutes nonqualified deferred compensation within the meaning of Code Section 409A (“Section 409A”) earlier than the earliest permissible date under Section 409A that such amount could be paid without additional taxes or interest being imposed under Section 409A. The Employer and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Section 409A. Without limiting the generality of the foregoing, in the event Executive is to receive a payment of compensation hereunder that is on account of a separation from service, such payment is subject to the provisions of Section 409A, and Executive is a key employee of the Employer, then payment shall not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six month period, the date of Executive’s death). Amounts otherwise payable during such six month payment shall be accumulated and paid in a lump sum on the first day of the seventh month. For purposes hereof, Executive is a key employee of the Employer if, on his date of separation from service, the Employer is publicly traded and he met the definition key employee found in Code Section 416(i)(1)(A)(i), (ii) or (iii) (disregarding Section 416(i)(5)) as of the last day of the calendar year preceding the date of separation.
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall Fulton be obligated to commence payment or distribution to the Execut▇▇▇ ▇▇ any amount that constitutes nonqualified deferred compensation within the meaning of Internal Revenue Code section 409A ("CODE SECTION 409A") earlier than the earliest permissible date under Code section 409A that such amount could be paid without additional taxes or interest being imposed under Code section 409A. The Companies and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code section 409A.
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated to commence payment or distribution to Key Employee of any amount that constitutes nonqualified deferred compensation within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) earlier than the earliest permissible date under Code section 409A that such amount could be paid without additional taxes or interest being imposed under Code section 409A. ▇▇▇▇▇▇ and Key Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code section 409A. For purposes of Code section 409A, each payment under this Agreement shall be treated as a right to separate payment and not part of a series of payments. Without limiting the generality of the foregoing, in the event the Key Employee is to receive a payment of compensation hereunder that is on account of a separation from service, such payment is subject to the provisions of Code section 409A, and Key Employee is a “specified employee” (as defined in section 1.409A-1(i) of the Treasury Regulations) of ▇▇▇▇▇▇, then payment shall not be made before the date that is six months after the date of separation from service (or, if earlier than the end of the six month period, the date of the Key Employee’s death). Amounts otherwise payable during such six-month payment shall be accumulated and paid in a lump sum on the first day of the seventh month after the date of separation from service.
409A Safe Harbor. (i) If Executive becomes eligible for payments under this Agreement on account of his “separation from service,” as defined below, and Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”) when the separation from service occurs, as determined by the Company, any portion of the payments that either do not qualify under the “short-term deferral rule” or exceed two times the lesser of (A) the Executive’s “annualized compensation” (within the meaning of Section 409A of the Code) for the calendar year preceding the Executive’s separation from service, or (B) the maximum amount that may be taken into account under Section 401(a)(17) of the Code for the year in which the Executive’s separation from service occurs and which are not otherwise exempt from Section 409A of the Code, shall be accrued, without interest, and its payment delayed until the first day of the seventh month following the Executive’s separation from service, or if earlier, the Executive’s death, at which point the accrued amount will be paid in a single, lump sum cash payment. Furthermore, the Company shall not be required to make, and the Executive shall not be required to receive, any severance or other payment or benefit under this Agreement at such time as the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to Executive arising under Section 409A of the Code. The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement.
(ii) “Termination of Executive’s employment,” or words of similar import, as used in this Agreement, means for purposes of Section 409A of the Code the date as of which the Company and the Executive reasonably anticipate that no further services will be performed by the Executive and shall be construed as the date that the Executive first incurs a “separation from service” for purposes of Section 409A of the Code.
(iii) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
(iv) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code. This Agreement shall be administered, interpreted and construed in a manner that does not result in the impositi...
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company be obligated to commence payment or distribution to the Employee of any amount that constitutes nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A (“Code Section 409A”) earlier than the earliest permissible date under Code Section 409A that such amount could be paid without additional taxes or interest being imposed under Code Section 409A. The Company and the Employee agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code Section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code Section 409A.
5. In all other respects, the agreement continues in full force and effect
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall the Company commence payment or distribution to the Executive of any amount that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, earlier than the earliest permissible date under Section 409A of the Code that such amount could be paid without additional taxes or interest being imposed upon the Executive under Section 409A of the Code. If any payments are delayed pursuant to the immediately preceding sentence, the Company shall accrue such payments and pay them without interest, in a lump sum cash payment, to the Executive on the first business day upon which the payment may be made in compliance with Section 409A of the Code. The Company and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Section 409A of the Code or as otherwise needed to ensure that the continuation of welfare benefits under this Agreement complies with Section 409A.
409A Safe Harbor. If when the Executive’s employment terminates, the Executive is a “Specified Employee,” as defined in Code Section 409A(a)(2)(B)(i), then despite any provision of this Agreement or other plan or agreement to the contrary, the Executive will not be entitled to the payments until the earliest of: (a) the date that is at least six months after the Executive’s Separation from Service for reasons other than the Executive’s death, (b) the date of the Executive’s death, or (c) any earlier date that does not result in additional tax or interest to the Executive under Code Section 409A. As promptly as possible after the end of the period during which payments are delayed under this provision, but no earlier than the first day of the seventh month after Executive’s Separation from Service, the entire amount of the delayed payments shall be paid to the Executive in a single lump sum with any remaining payments to commence in accordance with the terms of this Agreement or other applicable plan or agreement.
409A Safe Harbor. Notwithstanding anything in this Agreement to the contrary, in no event shall Peoples be obligated to commence payment or distribution to the Executive of any amount that constitutes nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A (“CODE SECTION 409A”) earlier that the earliest permissible date under Code Section 409A that such amount could be paid without additional taxes or interest being imposed under Code Section 409A. Peoples, the Bank and the Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the distribution provisions of Code Section 409A and to cause any and all amounts due under this Agreement, the payment or distribution of which is delayed pursuant to Code Section 409A, to be paid or distributed in a single sum payment at the earliest permissible date under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, in the event Executive is determined to be a Specified Employee, as that term is defined in Code Section 409A, payments to such Specified Employer under Sections 6 or 7, other than payments qualifying as short term deferrals or an exempt separation pay arrangement under Code Section 409A, shall not begin earlier than the first day of the seventh month after the date of termination. For purposes of the foregoing, the date upon which a determination is made as to the Specified Employee status of the Executive, the Identification Date (as defined in Code Section 409A) shall be December 31.