Code Section 409A Exemption Sample Clauses
Code Section 409A Exemption. It is the parties’ intent that to the maximum extent possible, the payments contemplated under Sections 8(A)(iii) and (vi) be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) under the “short-term deferral” exemption as described under Treas. Reg. § 1.409A-1(b)(4) and/or the “separation pay” exemption under Treas. Reg. §1.409-1(b)(9) such that the payments shall not be deemed “deferred compensation” within the meaning of Code Section 409A. To the extent that any amount payable under this Agreement shall not fall within an exception but shall instead be “deferred compensation” subject to Code Section 409A, the following terms shall apply.
Code Section 409A Exemption. This Performance Award Agreement is intended to comply with an exemption from the requirements of Code Section 409A by reason of the short-term deferral exemption set forth in Treasury Regulation § 1.409A-1(b)(4) and shall be interpreted accordingly, and any right or benefit under this Performance Award Agreement shall be provided and paid in a manner, and at such time and in such form, as to maintain an exemption from Code Section 409A. To that end, subject to any delays allowed under Code Section 409A applicable to short-term deferrals, any payment under this Performance Award Agreement shall be paid in all events within two and one-half (2½) months after the end of the later of the tax year (of the Employee, which is usually the calendar year) or the fiscal year (of the Company or subsidiary to which the Employee provides services) during which the PSUs is no longer subject to a substantial risk of forfeiture within the meaning of Code Section 409A. Notwithstanding the foregoing, in the event this Performance Award Agreement or any benefit paid hereunder is deemed to be subject to Code Section 409A, the Employee consents to the Company's adoption of such conforming amendments as the Company deems advisable or necessary, in its sole discretion (but without an obligation to do so), to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A. Each payment made pursuant to any provision of this Performance Award Agreement shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. If upon a “separation from service” within the meaning of Code Section 409A, the Employee is then a “specified employee” (as defined in Code Section 409A), then solely to the extent necessary to comply with Code Section 409A and avoid the imposition of taxes under Code Section 409A, the Company shall defer payment of “nonqualified deferred compensation” subject to Code Section 409A payable as a result of and within six (6) months following such separation from service under this Agreement until the earlier of (i) the first business day of the seventh month following the Employee’s separation from service, or (ii) ten (10) days after the Company receives written confirmation of the Employee’s death. To the extent required under Code Section 409A, termination or cessation of employment shall be read to mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding any other pr...