Code § 409A. It is the intention of Duke Energy and the Employee that this Agreement not result in unfavorable tax consequences to the Employee under Section 409A. To the extent applicable, it is intended that the Agreement comply with the provisions of Section 409A. The Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). Duke Energy and the Employee agree to work together in good faith in an effort to comply with Section 409A including, if necessary, amending this Agreement based on further guidance issued by the Internal Revenue Service from time to time, provided that Duke Energy shall not be required to assume any increased economic burden. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, the Employee shall not be considered to have terminated employment with Employer for purposes of the Agreement and no payments shall be due to him under the Agreement which are payable upon his termination of employment until he would be considered to have incurred a “separation from service” from Duke Energy within the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Agreement during the six-month period immediately following the Employee’s termination of employment shall instead be paid in a lump sum on the first day of the seventh month following his termination of employment (or upon his death, if earlier). In addition, for purposes of the Agreement, each amount to be paid or benefit to be provided to the Employee pursuant to the Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement or in-kind benefits provided under the terms of the Agreement, (i) the amount of such expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits provided in another taxable year, (ii) any reimbursements of such expenses and the provision of any in-kind benefits shall...
Code § 409A. (1) It is intended that the Plan comply with Code §409A and the Treasury Regulations promulgated thereunder (and any subsequent IRS notices or guidance), and this Plan will be interpreted, administered and operated accordingly. Nothing herein shall be construed as an entitlement to or guarantee of any particular tax treatment to a Member.
(2) The Corporation may accelerate the time or schedule of a distribution of Section 409A Amounts to a Member at any time the Plan fails to meet the requirements of Code §409A and the Treasury Regulations promulgated thereunder. Such payment may not exceed the amount required to be included in income as a result of the failure to comply with Code §409A and the Treasury Regulations promulgated thereunder.
(3) Notwithstanding any terms of the Plan to the contrary, a Member shall be allowed to make changes to the time and/or form of distribution of the Member’s Section 409A Amounts in calendar year 2008, as permitted by the transition relief provided in IRS Notice 2007-86.
Code § 409A. It is the intent of the parties that this Agreement and all payments made hereunder shall be in compliance with the requirements of Section 409A of the Code and the regulations promulgated thereunder. If any provision of this Agreement shall not be in compliance with Section 409A of the Code and the regulations thereunder and payment pursuant to such provision is not otherwise exempt from Section 409A, then such provision shall be deemed automatically amended without further action on the part of the Company or the Officer to the minimum extent necessary to cause such provision to be in compliance and such provision will thereafter be given effect as so amended. If postponing payment of any amounts due under this Agreement is necessary for compliance with the requirements of Section 409A of the Code and the regulations thereunder to avoid adverse tax consequences to the Officer, then payment of such amounts shall be postponed to comply with Section 409A. Any and all payments that are postponed under this Paragraph 3 shall be paid to the Officer in a lump sum at the earliest time that does not result in adverse tax consequences to the Officer under Section 409A.
Code § 409A. This Agreement is intended to be exempt from the requirements of Section 409A of the Code and must be construed and interpreted in accordance with this intent. Except as provided in this Agreement or as provided in the Plan, no payment will be subject to further deferral except as otherwise permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A of the Code. Any provision of this Agreement that would fail to satisfy the exemption for a short-term deferral for purposes of Section 409A of the Code will be amended to so comply on a timely basis.
Code § 409A. The Options issued hereunder are intended to avoid the inclusion of amounts with respect to the Options as deferred compensation of Executive under Code § 409A. However, neither the Company nor any of its affiliates makes any representations with respect to the application of Code § 409A to the Options and, by the acceptance of the Options, Executive agrees to accept the potential application of Code § 409A to the Options and the other tax consequences of the issuance, vesting, ownership, modification, adjustment and disposition of the Options. Executive agrees to hold harmless and indemnify the Company and its affiliates from any adverse tax consequences to Executive with respect to the Options, any withholding obligations of the Company or its affiliates with respect to the Options, and from any action or inaction, or omission of the Company or its affiliates pursuant to the Plan or otherwise that may cause such Options to be or become subject to Code § 409A.
Code § 409A. If Executive is a "specified employee" (as defined in §409A(a)(2)(B)(ii) of the Code) and the delivery of any payment or benefit called for under this Agreement would subject Executive to any tax under §409A of the Code, SunTrust shall delay such delivery until the first date on which delivery can be made without subjecting Executive to any such tax; provided, however, if a cash payment is delayed pursuant to this §10.11, SunTrust shall pay Executive interest on such cash payment at the "prime rate" as reported in The Wall Street Journal on the date Executive's employment terminates or, if such rate is not reported on such date, such rate as so reported on the last business day before Executive's employment terminates.
Code § 409A. It is the intent of the parties that this Agreement and all payments made hereunder shall be in compliance with the requirements of section 409A of the Code and the regulations promulgated thereunder. If any provision of this Agreement shall not be in compliance with section 409A of the Code and the regulations thereunder, then such provision shall be deemed automatically amended without further action on the part of the Employer or the Executive to the minimum extent necessary to cause such provision to be in compliance and such provision will thereafter be given effect as so amended. If postponing payment of any amounts or benefits due under this Agreement is necessary for compliance with the requirements of section 409A of the Code and the regulations thereunder to avoid adverse tax consequences to the Executive, then payment of such amounts shall be postponed to comply with section 409A. Any and all payments that are postponed under this Section 15 shall be paid to the Executive in a lump sum at the earliest time that does not result in adverse tax consequences to the Executive under section 409A.
Code § 409A. To the extent any payments under this Agreement are subject to Section 409A, it is the intent of the parties that this Agreement and all such payments shall be made in compliance with the requirements of Section 409A of the Code and the regulations promulgated thereunder. If any provision of this Agreement shall not be in compliance with Section 409A and the regulations thereunder and payment pursuant to such provision is not otherwise exempt from Section 409A, then such provision shall be deemed automatically amended without further action on the part of the Corporation or the Executive to the minimum extent necessary to cause such provision to be in compliance with Section 409A and such provision will thereafter be given effect as so amended. Notwithstanding anything herein to the contrary, if postponing payment of any amounts due under this Agreement is necessary for compliance with the requirements of Section 409A of the Code and the regulations thereunder to avoid adverse tax consequences to the Executive, then payment of such amounts shall be postponed to comply with Section 409A. Any and all payments that are postponed under this Section 12.05 shall be paid to the Executive in a lump sum at the earliest time that does not result in adverse tax consequences to the Executive under Section 409A.”
Code § 409A. The Employee and Employer intend that the benefits provided under this Agreement will comply, in form and operation, with an exception to or exclusion from the requirements of Code §409A and this Agreement will be construed and administered in a manner that is consistent with and gives effect to such intention. Any payment made under this Section 2 is intended to be exempt from the requirements of Code §409A because it is a short-term deferral under Treas. Reg. Sec. 1.409A-1(b)(4) or a payment under a separation pay plan within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9).
Code § 409A. This Agreement is intended to comply with the requirements of Code § 409A, and regulations and other guidance promulgated thereunder, and shall be interpreted and construed consistently with such intent. The payments to the Employee pursuant to Section 5.2(b)(2) of this Agreement are also intended to be exempt from Code § 409A to the maximum extent possible, under the separation pay exemption pursuant to Treasury regulation § 1.409A-1(b)(9) and as short-term deferrals pursuant to Treasury regulation § 1.409A-1(b)(4). To the extent the timing of any amount of “nonqualified deferred compensation” subject to Code § 409A payable under this Agreement is determined by reference to the Employee’s “termination of the Employment Relationship,” such term will be deemed to refer to the Employee’s “separation from service” within the meaning of Treasury regulation § 1.409A-1(h).”
5. Except as amended herein, the Agreement shall remain in full force and effect.
