Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period. 8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit. 8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. 8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 6 contracts
Samples: Change in Control Severance Agreement (Mid Penn Bancorp Inc), Change in Control Severance Agreement (Mid Penn Bancorp Inc), Change in Control Severance Agreement (Mid Penn Bancorp Inc)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(bSections 3(c-1)(ii), 5(a)(i) and 6(a)(i) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 6 contracts
Samples: Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Malvern Bancorp, Inc.), Employment Agreement (Univest Corp of Pennsylvania)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 5 and 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 6 contracts
Samples: Employment Agreement (Royal Bancshares of Pennsylvania Inc), Employment Agreement (Royal Bancshares of Pennsylvania Inc), Employment Agreement (Royal Bancshares of Pennsylvania Inc)
Application of Code Section 409A. 8.1 9.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank Company will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 9.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 9.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 9.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 5 contracts
Samples: Severance Agreement (EnerSys), Severance Agreement (EnerSys), Severance Agreement (EnerSys)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will Company shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.15, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(b5(a)(ii) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 5 contracts
Samples: Employment Agreement (NI Holdings, Inc.), Employment Agreement (NI Holdings, Inc.), Employment Agreement (NI Holdings, Inc.)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.15, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(b5(a)(ii) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 5 contracts
Samples: Employment Agreement (Mid Penn Bancorp Inc), Employment Agreement (Mid Penn Bancorp Inc), Employment Agreement (Mid Penn Bancorp Inc)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, any severance benefit amounts that constitute “nonqualified deferred compensation” within the receipt meaning of any benefits under this Agreement as a result Section 409A of a the Code shall not commence in connection with Employee’s termination of employment will be subject to satisfaction of the condition precedent that you undergo unless and until Employee has also incurred a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration 409A of the six (6) month period measured from Code, unless the date of your “separation from service” (as Company reasonably determines that such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) amounts may be provided to Employee without causing Employee to incur the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and additional 20% tax under Section 409A. Severance benefits delayed payable pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.1Agreement, to the extent of payments made from the date of termination of Employee’s employment through March 15th of the calendar year following such datetermination, are intended to constitute separate payments for purposes of Treas. Reg. §Section 1.409A-2(b)(2) of the Treasury Regulations and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §Section 1.409A-1(b)(4)) of the Treasury Regulations; to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Treas. Reg. §Section 1.409A-1(b)(9)(iii)) of the Treasury Regulations, to the maximum extent permitted by said provision.
8.4 To , with any excess amount being regarded as subject to the extent it distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to Employee be delayed until 6 months after Employee’s separation from service if Employee is determined that a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. Notwithstanding the above, any severance benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treasthis Agreement in the event of any termination of employment that occurs during the Change of Control Resignation Period shall be delayed until 6 months after Employee’s separation from service if Employee is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service. Reg. §1.409A-1(b)(9)(v)In the event that a 6 month delay of payment of any such severance benefits is required, on the first regularly scheduled pay date following the conclusion of the delay period Employee shall receive a lump sum payment or benefit in an amount equal to the maximum extent permitted by said provisionseverance benefits that were so delayed, and any remaining severance benefits shall be paid on the same basis and at the same time as otherwise specified pursuant to this Agreement (subject to applicable tax withholdings and deductions).
Appears in 4 contracts
Samples: Employment Agreement (Cymer Inc), Employment Agreement (Cymer Inc), Employment Agreement (Cymer Inc)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will Company shall pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.13.4, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
8.4 To the extent it is determined that any benefits described in Section 2.1(b) 3.4.c. are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 4 contracts
Samples: Employment Agreement (Penn Millers Holding Corp), Letter Agreement (Penn Millers Holding Corp), Letter Agreement (Penn Millers Holding Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation Univest or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §§ 1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §§ 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 3 contracts
Samples: Change in Control Agreement (UNIVEST FINANCIAL Corp), Change in Control Agreement (UNIVEST FINANCIAL Corp), Change in Control Agreement (Univest Corp of Pennsylvania)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, the receipt of any payments and benefits provided under this Agreement as a result of a termination of employment will be subject to satisfaction of (the condition precedent “Severance Benefits”) that you undergo a constitute “separation from servicedeferred compensation” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration 409A of the six Internal Revenue Code of 1986, as amended (6the “Code”) month period measured from and the date regulations and other guidance thereunder and any state law of your similar effect (collectively “Section 409A”) shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treas. Reg. § Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. If Employee is, upon the separation from service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Employee’s Separation From Service, or (ii) the date of your Employee’s death (such applicable date, the “Delay PeriodSpecified Employee Initial Payment Date”). Within 10 days following , the expiration Company (or the successor entity thereto, as applicable) shall pay to Employee a lump sum amount equal to the sum of the Delay Period, all Severance Benefit payments and benefits that Employee would otherwise have received through the Specified Employee Initial Payment Date if the payment of the Severance Benefits had not been so delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay PeriodSection.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 2 contracts
Samples: Employment Agreement (Cypress Bioscience Inc), Employment Agreement (Cypress Bioscience Inc)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.18, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Prism Technologies Group, Inc.), Employment Agreement (Internet Patents Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.15, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(b) 5 are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Employment Agreement (QNB Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 1 contract
Samples: Non Solicitation and Change in Control Agreement (Royal Bancshares of Pennsylvania Inc)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.16, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits (d) The release agreement described in Section 2.1(b6 shall be executed, if at all, and the applicable payments and benefits contingent upon the execution of such agreement shall be provided or commence being provided, if at all, within sixty (60) are days following the date of termination; provided, however, that if such sixty (60) day period begins in one taxable to youyear and ends in a second taxable year, they are intended to the payments and benefits will be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v)provided or commence being provided, to if at all, in the maximum extent permitted by said provisionsecond taxable year.
Appears in 1 contract
Samples: Employment Agreement (First Priority Financial Corp.)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank Company will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Mid Penn Bancorp Inc)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you the Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are a payment or benefit is considered to be a deferral of compensation subject to Code Section 409A and the Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your the Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your the Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you the Executive that would not be required to be delayed if the premiums therefore were paid by youthe Executive, you will the Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or Company shall pay the Bank will pay you Executive an amount equal to the amount of such premiums paid by you the Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you the Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 6 and 7, to the extent of payments made from the date of termination of the Executive’s employment through March 15th of the calendar year following such datetermination, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Code section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code section 409A(a)(1).
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(bSections 6(a)(ii) or 7(a)(ii) are taxable to youthe Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Employment Agreement (Ameriserv Financial Inc /Pa/)
Application of Code Section 409A. 8.1 27.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will Company shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 27.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 27.3 Any payments made pursuant to Section 2.1this Sections 7.3 and 7.4, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “Code”), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
8.4 27.4 To the extent it is determined that any benefits described in Section 2.1(b) Sections 7.3.c and 7.4.d. are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Executive Employment Agreement (Penn Millers Holding Corp)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will Company shall pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.13.4, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if the Company determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 1 contract
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(hshall be
(b) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §§ 1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §§ 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1). 25.
Appears in 1 contract
Samples: Change in Control Agreement (UNIVEST FINANCIAL Corp)
Application of Code Section 409A. 8.1 1.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank Company will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 1.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 1.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 1.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Severance Agreement (EnerSys)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section all
(whether they would have otherwise been payable in a single sum or in installments in the absence of such delayb) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 1 contract
Samples: Non Solicitation and Change in Control Agreement (Royal Bancshares of Pennsylvania Inc)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “"separation from service” " within the meaning of Treas. Reg. § 1.409A-1(hReg.§ l.409A-l(h) or any successor thereto. In addition, if you are Employee is deemed to be a “"specified employee” " within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (( 6) month period measured from the date of your “Employee's "separation from service” " (as such term is defined in Treas. Reg. § 1.409A-1(hReg.§ l.409A-l(h)), or (ii) the date of your Employee's death (the “"Delay Period”"). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation Univest or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2§ l.409A-2(b)(2) and thus payable pursuant to the “"short-term deferral” " rule set forth in Treas. Reg. §1.409A-1(b)(4Reg.§ l.409A-l(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2Reg.§ l.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii§ l.409A-l(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the "Code"), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(l).
Appears in 1 contract
Samples: Change in Control Agreement (UNIVEST FINANCIAL Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation ICC Holdings or the Bank will Company shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A (a) are taxable to you(2) (A) of the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A (a) (1).
Appears in 1 contract
Application of Code Section 409A. 8.1 Notwithstanding anything It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to be deferred compensation subject to Code Section 409A shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. It is further intended that the payments hereunder shall, to the contrarymaximum extent permissible under Code Section 409A, be exempt from Code Section 409A under either (i) the exception for involuntary separation pay, to the extent that all payments are payable within the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), to the extent that all payments are payable no later than two and one-half (2.5) months after the end of the first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture. In addition, the receipt following shall apply:
(i) If Executive is a “specified employee” for purposes of Code Section 409A, any payments to be made or benefits to be delivered in connection with Executive’s separation from service (as defined below) that constitute deferred compensation subject to Code Section 409A shall not be made until the earlier of (i) the Executive’s death or (ii) six (6) months plus one (1) day after Executive’s separation from service (the “409A Deferral Period”) as required by Code Section 409A. Payments of any such deferred compensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled.
(ii) For purposes of this Agreement, all rights to payments and benefits under hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A.
(iii) For purposes of this Agreement as a result Agreement, with respect to the timing of a any amounts that constitute deferred compensation subject to Code Section 409A that depends on termination of employment will be subject to satisfaction of the condition precedent that you undergo or separation from employment, or similar term shall mean a “separation from service” or “involuntary separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. Code Section 409A. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent that a Change in Control would affect the time or form of any expense reimbursement or other in-kind benefit is determined to be amounts that constitute deferred compensation subject to Code Section 409A, if such Change in Control would not satisfy the amount Code Section 409A regulatory requirements for a “change in ownership,” change in effective control,” or “change in ownership of any such expenses eligible for reimbursement or in-kind benefits a substantial portion of assets” in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made Treasury regulations promulgated pursuant to Code Section 2.1409A, to the extent such definition of payments made from the date of termination through March 15th of the calendar year following Change in Control shall be construed and applied in a manner consistent with such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provisionregulatory definition.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you the Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are a payment or benefit is considered to be a deferral of compensation subject to Code Section 409A and the Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your the Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your the Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you the Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you the Executive that would not be required to be delayed if the premiums therefore were paid by youthe Executive, you will the Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or Bank shall pay the Bank will pay you Executive an amount equal to the amount of such premiums paid by you the Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you the Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 6 and 7, to the extent of payments made from the date of termination of the Executive’s employment through March 15th of the calendar year following such datetermination, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Bank determines that any other payments hereunder fail to satisfy the distribution requirement of Code section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code section 409A(a)(1).
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(bSections 6(a)(ii) or 7(a)(ii) are taxable to youthe Executive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Employment Agreement (Ameriserv Financial Inc /Pa/)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h1.409A‑1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h1.409A‑1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation Univest or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind in‑kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind in‑kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind in‑kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind in‑kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind in‑kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2§ 1.409A‑2(b)(2) and thus payable pursuant to the “short-term short‑term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4§ 1.409A‑1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2§ 1.409A‑2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii§ 1.409A‑1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(l).
Appears in 1 contract
Samples: Change in Control Agreement (UNIVEST FINANCIAL Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 5 or 6, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(b) Sections 5 or 6 are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Employment Agreement (QNB Corp)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 6 or 7, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(bSections 3(c)-1)(ii), 5(a)(i) and 6(a)(i) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 Shall at any time any payment under this Agreement become subject to the US tax jurisdiction or application of the Code the following sections shall apply.
(a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Dr. Kunayev undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are a payment or benefit is considered to be a deferral of compensation subject to Code Section 409A and Dr. Kunayev is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your his “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your his death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Dr. Kunayev in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Dr. Kunayev that would not be required to be delayed if the premiums therefore were paid by youhim, you will Dr. Kunayev shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will Company shall pay you Dr. Kunayev an amount equal to the amount of such premiums paid by you him during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Dr. Kunayev incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 5 and 6, to the extent of payments made from the date of termination of Dr. Kunayev’s employment through March 15th of the calendar year following such datetermination, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if the Company determines that any other payments hereunder fail to satisfy the distribution requirement of Code section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code section 409A(a)(1).
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(bSections 6(a)(ii) or 7(a)(ii) are taxable to youDr. Kunayev, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrarycontrary set forth herein, the receipt of any payments and benefits provided under this Agreement as a result of a termination of employment will be subject to satisfaction of (the condition precedent “Change in Control Benefits”) that you undergo a constitute “separation from servicedeferred compensation” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration 409A of the six Code and the regulations and other guidance thereunder and any state law of similar effect (6collectively “Section 409A”) month period measured from the date shall not commence in connection with Employee’s termination of your employment unless and until Employee has also incurred a “separation from service” (as such term is defined in TreasTreasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless the Company reasonably determines that such amounts may be provided to Employee without causing Employee to incur the additional 20% tax under Section 409A. Such determination by the Company shall be made no later than ten (10) days following Employee’s termination of employment. Reg. § 1.409A-1(h))Notwithstanding anything to the contrary set forth herein, if the Company (or, if applicable, the successor entity thereto) determines that any Change in Control Benefits constitute “deferred compensation” under Section 409A and Employee is, on the termination of Employee’s service, a “specified employee” of the Company or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of such Change in Control Benefits payment shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Employee’s Separation From Service, or (ii) the date of your Employee’s death (such applicable date, the “Delay PeriodSpecified Employee Initial Payment Date”). Within 10 days following , the expiration Company (or the successor entity thereto, as applicable) shall pay to Employee a lump sum amount equal to the sum of such Change in Control Benefits payment that Employee would otherwise have received through the Delay Period, all payments and benefits Specified Employee Initial Payment Date if the payment of such Change in Control Benefits had not been so delayed pursuant to this Section (whether they would have otherwise been payable Section. Notwithstanding any other payment schedule set forth in a single sum or this Agreement, none of the Change in installments in the absence of such delay) Control Benefits will be paid or reimbursed otherwise delivered prior to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them hereinRelease Effective Date. To Except to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to payments may be delayed if until the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable Specified Employee Initial Payment Date pursuant to the “short-term deferral” rule set forth preceding paragraph, on the first regular payroll pay day following the Release Effective Date, the Company will pay Employee the Change in Treas. Reg. §1.409A-1(b)(4); Control Benefits Employee would otherwise have received under the Agreement on or prior to such date but for the delay in payment related to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provisionRelease Effective Date.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 Notwithstanding anything It is intended that any payment or benefit that is provided pursuant to or in connection with this Amended Agreement that is considered to be deferred compensation subject to Code Section 409A shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. It is further intended that the payments hereunder shall, to the contrarymaximum extent permissible under Code Section 409A, be exempt from Code Section 409A under either (i) the receipt exception for involuntary separation pay, to the extent that all payments are payable within the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), to the extent that all payments are payable no later than two and one-half (2.5) months after the end of any benefits under this Agreement as a result of a termination of employment will be the first taxable year in which the right to the payment is no longer subject to satisfaction a substantial risk of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor theretoforfeiture. In addition, if you are deemed to be the following shall apply:
(i) If Executive is a “specified employee” within the meaning for purposes of that term under Code Section 409A(a)(2)(B)409A, then with regard to any payment or the provisions of any benefit that is required payments to be delayed pursuant made or benefits to be delivered in connection with Executive’s separation from service (as defined below) that constitute deferred compensation subject to Code Section 409A(a)(2)(B), such payment or benefit will 409A shall not be made or provided prior to until the earlier of (i) the expiration of the Executive’s death or (ii) six (6) month period measured from the date of your “months plus one (1) day after Executive’s separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death service (the “Delay 409A Deferral Period”). Within 10 days following the expiration ) as required by Code Section 409A. Payments of the Delay Period, all payments and benefits delayed pursuant any such deferred compensation otherwise due to this Section (whether they would have otherwise been payable in a single sum or be made in installments in or periodically during the absence of such delay) will 409A Deferral Period shall be accumulated and paid or reimbursed to you in a lump sumsum as soon as the 409A Deferral Period ends, and any remaining payments and benefits due under this Agreement will the balance of the payment shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except made as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefitscheduled.
8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation Univest or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind in‑kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind in‑kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §§ 1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §§ 1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 1 contract
Samples: Change in Control Agreement (Univest Corp of Pennsylvania)
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h1.409A‑1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h1.409A‑1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind in‑kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind in‑kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind in‑kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind in‑kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind in‑kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.15, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(21.409A‑2(b)(2) and thus payable pursuant to the “short-term short‑term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(41.409A‑1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(21.409A‑2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii1.409A‑1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 (d) To the extent it is determined that any benefits described in Section 2.1(b5(a)(ii) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v1.409A‑1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 Notwithstanding anything in To the extent applicable, it is intended that this Agreement comply with the provisions of Code Section 409A, so as to prevent inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the contrarytaxable year or years in which such amounts or benefits would otherwise actually be distributed, provided or otherwise made available to the receipt Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent and the following provisions of this Paragraph shall control over any contrary provisions of this Agreement.
(i) In the event the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and delayed payment of any benefits amount or commencement of any benefit under this Agreement as is required to avoid a result of a prohibited distribution under Code Section 409A(a)(2), then amounts payable in connection with the Executive’s termination of employment will be delayed and paid, with interest at the short term applicable federal rate as in effect as of the Date of Termination, in a single lump sum six months thereafter (or if earlier, the date of Executive’s death), subject to satisfaction any exceptions for earlier payment that may apply.
(ii) Payments and benefits hereunder upon Executive’s termination or severance of employment with the condition precedent Company that you undergo constitute deferred compensation under Code Section 409A payable shall be paid or provided only at the time of a termination of Executive’s employment that constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard 409A (subject to any payment or the provisions of any benefit that is required to be delayed a possible six-month delay pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of subparagraph (i) the expiration above).
(iii) For purposes of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h))Code Section 409A, or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due each payment under this Agreement will shall be paid treated as a right to a separate payment for purposes of Code Section 409A.
(iv) All reimbursements and in kind benefits provided under this Agreement, including, but not limited to, payments under Paragraphs 5, 9 and 11(c), shall be made or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision requirements of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, including, where applicable, the requirement that (A) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (B) the amount of any such expenses eligible for reimbursement reimbursement, or in-in kind benefits in one provided, during a calendar year will may not affect the expenses eligible for reimbursement reimbursement, or in-in kind benefits to be provided, in any other taxable year calendar year, (except under any lifetime limit applicable to expenses for medical care), in no event C) the reimbursement of an eligible expense will any expenses be reimbursed made on or in-kind benefits be provided after before the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefitsthe expense is incurred, and in no event will any (D) the right to reimbursement or in-in kind benefits be is not subject to liquidation or exchange for another benefit.
8.3 Any (v) If any compensation or benefits provided by this Agreement result in the application of Code Section 409A, the Company shall modify this Agreement in the least restrictive manner necessary in order to comply with the provisions of Code Section 409A and, in each case, without any material diminution in the value of the payments made pursuant or benefits to the Executive. If the Executive or the Company believes, at any time, that any such compensation or benefit is subject to tax under Code Section 2.1409A, it shall advise the other and the Company and the Executive shall reasonably cooperate in good faith to take such steps as necessary, including amending (and, as required, consenting to the amendment of) this Agreement, to avoid the extent imposition of payments made from tax under Code Section 409A, in each case, without any material diminution in the date of termination through March 15th value of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant or benefits to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provisionExecutive.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 a. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 b. Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 c. Any payments made pursuant to Section 2.15, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 d. To the extent it is determined that any benefits described in Section 2.1(b5(a)(ii) are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Employee undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h1.409A‑1(h) or any successor thereto. In addition, if you are Employee is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Employee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h1.409A‑1(h)), or (ii) the date of your Employee’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Employee in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Employee that would not be required to be delayed if the premiums therefore were paid by youEmployee, you will Employee shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation Univest or the Bank will shall pay you Employee an amount equal to the amount of such premiums paid by you Employee during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Employee incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.13, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §§ 1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4§ 1.409A‑1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2§ 1.409A‑2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii§ 1.409A‑1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To . Notwithstanding the extent it is determined foregoing, if Employer determines that any benefits described in other payments hereunder fail to satisfy the distribution requirement of Section 2.1(b409A(a)(2)(A) are taxable to youof the Internal Revenue Code of 1986, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(vas amended (the “Code”), the payment of such benefit shall be delayed to the maximum minimum extent permitted by said provisionnecessary so that such payments are not subject to the provisions of Code Section 409A(a)(1).
Appears in 1 contract
Samples: Change in Control Agreement (UNIVEST FINANCIAL Corp)
Application of Code Section 409A. 8.1 Notwithstanding anything It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to be deferred compensation subject to Code Section 409A shall be paid and provided in a manner, and at such time and form, as complies with the applicable requirements of Code Section 409A to avoid the unfavorable tax consequences provided therein for non-compliance. It is further intended that the payments hereunder shall, to the contrarymaximum extent permissible under Code Section 409A, be exempt from Code Section 409A under either (i) the exception for involuntary separation pay, to the extent that all payments are payable within the limitations described in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), to the extent that all payments are payable no later than two and one-half (2.5) months after the end of the first taxable year in which the right to the payment is no longer subject to a substantial risk of forfeiture. In addition, the receipt following shall apply:
(i) If Executive is a “specified employee” for purposes of Code Section 409A, any payments to be made or benefits to be delivered in connection with Executive’s separation from service (as defined below) that constitute deferred compensation subject to Code Section 409A shall not be made until the earlier of (i) the Executive’s death or (ii) six (6) months plus one (1) day after Executive’s separation from service (the “409A Deferral Period”) as required by Code Section 409A. Payments of any such deferred compensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and KJ - Employment Agreement (February 1, 2018) 11 paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled.
(ii) For purposes of this Agreement, all rights to payments and benefits under hereunder shall be treated as rights to receive a series of separate payments and benefits to the fullest extent allowed by Code Section 409A.
(iii) For purposes of this Agreement as a result Agreement, with respect to the timing of a any amounts that constitute deferred compensation subject to Code Section 409A that depends on termination of employment will be subject to satisfaction of the condition precedent that you undergo or separation from employment, or a similar term shall mean a “separation from service” or “involuntary separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. Code Section 409A. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent that a Change in Control would affect the time or form of any expense reimbursement or other in-kind benefit is determined to be amounts that constitute deferred compensation subject to Code Section 409A, if such Change in Control would not satisfy the amount Code Section 409A regulatory requirements for a “change in ownership,” change in effective control,” or “change in ownership of any such expenses eligible for reimbursement or in-kind benefits a substantial portion of assets” in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made Treasury regulations promulgated pursuant to Code Section 2.1409A, to the extent such definition of payments made from the date of termination through March 15th of the calendar year following Change in Control shall be construed and applied in a manner consistent with such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provisionregulatory definition.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Application of Code Section 409A. 8.1 (a) Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will shall be subject to satisfaction of the condition precedent that you Executive undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are a payment or benefit is considered to be a deferral of compensation subject to Code Section 409A and Executive is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your Executive’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your Executive’s death (the “Delay Period”). Within 10 ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will shall be paid or reimbursed to you Executive in a lump sum, and any remaining payments and benefits due under this Agreement will shall be paid or provided in accordance with the normal payment dates specified for them herein. To Notwithstanding the foregoing, to the extent that the foregoing applies to the provision of any ongoing welfare benefits to you Executive that would not be required to be delayed if the premiums therefore were paid by youExecutive, you will Executive shall pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will AmeriServ shall pay you Executive an amount equal to the amount of such premiums paid by you Executive during the Delay Period within 10 ten (10) days after the conclusion of such Delay Period.
8.2 (b) Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will shall any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you Executive incurred such expenses or received such benefits, and in no event will shall any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 (c) Any payments made pursuant to Section 2.1Sections 5 and 6, to the extent of payments made from the date of termination of Executive’s employment through March 15th of the calendar year following such datetermination, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision. Notwithstanding the foregoing, if AmeriServ determines that any other payments hereunder fail to satisfy the distribution requirement of Code section 409A(a)(2)(A), the payment of such benefit shall be delayed to the minimum extent necessary so that such payments are not subject to the provisions of Code section 409A(a)(1).
8.4 (d) To the extent it is determined that any health insurance benefits described in Section 2.1(b) Sections 5 or 6 are taxable to youExecutive, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Employment Agreement (Ameriserv Financial Inc /Pa/)
Application of Code Section 409A. 8.1 Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment will be subject to satisfaction of the condition precedent that you undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit will not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of your death (the “Delay Period”). Within 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein. To the extent that the foregoing applies to the provision of any ongoing welfare benefits to you that would not be required to be delayed if the premiums therefore were paid by you, you will pay the full costs of premiums for such welfare benefits during the Delay Period and the Corporation or the Bank will pay you an amount equal to the amount of such premiums paid by you during the Delay Period within 10 days after the conclusion of such Delay Period.
8.2 Except as otherwise expressly provided herein, to the extent any expense reimbursement or other in-kind benefit is determined to be subject to Code Section 409A, the amount of any such expenses eligible for reimbursement or in-kind benefits in one calendar year will not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year (except under any lifetime limit applicable to expenses for medical care), in no event will any expenses be reimbursed or in-kind benefits be provided after the last day of the calendar year following the calendar year in which you incurred such expenses or received such benefits, and in no event will any right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
8.3 Any payments made pursuant to Section 2.1, to the extent of payments made from the date of termination through March 15th of the calendar year following such date, are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) and thus payable pursuant to the “short-term deferral” rule set forth in Treas. Reg. §1.409A-1(b)(4); to the extent such payments are made following said March 15th, they are intended to constitute separate payments for purposes of Treas. Reg. §1.409A-2(b)(2) made upon an involuntary termination from service and payable pursuant to Treas. Reg. §1.409A-1(b)(9)(iii), to the maximum extent permitted by said provision.
8.4 To the extent it is determined that any benefits described in Section 2.1(b) are taxable to you, they are intended to be payable pursuant to Treas. Reg. §1.409A-1(b)(9)(v), to the maximum extent permitted by said provision.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Mid Penn Bancorp Inc)