Compliance with Code §409A. If and to the extent that any provision of this Agreement is required to comply with Code Section 409A, the Company shall have the authority, without the consent of the Executive to interpret and/or amend such provision to maintain to the maximum extent practicable the original intent of the applicable provision without violating the provisions of Code 409A.
Compliance with Code §409A. Notwithstanding any provision of the Plan to the contrary, all provisions of the Plan will be interpreted and applied to comply with the requirements of Code §409A and any regulations and applicable binding guidance so as to avoid adverse tax consequences. No provision of the Plan, however, is intended or shall be interpreted to create any right with respect to the tax treatment of the amounts paid or payable hereunder, and neither the Plan Sponsor nor any Affiliate shall under any circumstances have any liability to a Participant or Beneficiary for any taxes, penalties or interest due on amounts paid or payable under the Plan, including taxes, penalties or interest imposed under Code § 409A.
Compliance with Code §409A. To the maximum extent permitted by applicable law, amounts payable to you under this Agreement shall be made in reliance upon Treasury Regulation § 1.409A-1(b)(4) (with respect to short-term deferrals). The provisions of this Agreement are intended to comply with the applicable requirements of Code § 409A and shall be limited, construed, and interpreted in accordance with such intent.
Compliance with Code §409A. For avoidance of doubt, and anything else contained herein to the contrary notwithstanding, if the Company determines in good faith that the settlement of Units pursuant to this Agreement constitutes deferred compensation subject to §409A of the Internal Revenue Code and the regulations and other guidance issued pursuant thereto (“§409A”) then the following shall apply:
(a) Settlement of Units shall in no event occur later than two and one-half months following the end of the year in which the Vesting Date occurs;
(b) Settlement of Units shall not be accelerated to a time earlier than the time at which the Units would otherwise have been settled pursuant to this Agreement, whether by amendment of this Agreement or otherwise, unless such acceleration is permitted by §409A; and
(c) If any other provision of this Agreement or the Plan relating to the time or manner of settlement of Units would otherwise cause any amount to be subject to tax under §409A, the Company shall have the authority to revise the Agreement to the minimum extent, as determined by the Company in good faith, necessary to satisfy the requirements of §409A; provided, however, that nothing contained herein shall be construed to impose on the Company any liability for any tax imposed on you by §409A.
Compliance with Code §409A. It is the intention of the parties that this Letter Agreement be exempt from Code §409A to the greatest extent possible. Accordingly, all provisions herein shall be construed and interpreted consistent with that intent, but that, to the extent any payment constitutes nonqualified deferred compensation, Urologix shall amend any such provision pertaining to such payment to comply with Code §409A and the regulations thereunder, in the least restrictive manner necessary without any diminution in the value of the payments to you. Notwithstanding the foregoing, if on the date of your “separation from service” (within the meaning of Treas. Reg. §1.409A-1(h)), you are a “specified employee” within the meaning of Treas. Reg. §1.409-1(i), then payment of any amount under this Agreement that constitutes nonqualified deferred compensation shall be delayed until the earlier of (i) the first day of the seventh month following your separation from service, (ii) the first date on which such payment would not be non-deductible as a result of Section 162(m) of the Code, or (iii) your death. In the event any such payment is so delayed, the amount of the first payment shall be increased for interest earned on the delayed payment based upon interest for the period of delay, compounded annually, equal to the prime rate (as published in the Wall Street Journal) in effect as of the date the payment should otherwise have been provided. If this Letter Agreement accurately sets forth our agreement and understanding in regard to these matters, will you please sign this Letter Agreement where indicated below and return the executed letter to me for our files. A separate copy is enclosed for your records. UROLOGIX, INC. By: Its: READ AND AGREED: [Xxxxxxx Xxxxxx, Jr./Xxxxxxx Xxxxx] Definition of “Cause”:
1. The failure by you to use your best efforts to perform the material duties and responsibilities of your position or to comply with any material policy or directive Urologix has in effect from time to time.
2. Any act on your part which is harmful to the reputation or business of Urologix, including, but not limited to, conduct which is inconsistent with federal or state law respecting harassment of, or discrimination against, any Urologix employee.
3. A material breach of your fiduciary responsibilities to Urologix, such as embezzlement or misappropriation of Urologix funds or properties.
4. Your indictment for, conviction of, or guilty plea or nolo contendere plea to a felony or any...
Compliance with Code §409A. It is intended that any amounts payable under this Agreement and the Company’s and Consultant’s exercise of authority or discretion hereunder will comply with the provisions of Section 409A so as not to subject Consultant to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A. In furtherance of this interest, to the extent that any provision hereof would result in Consultant being subject to payment of the additional tax, interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Code Section 409A; and thereafter interpret its provisions in a manner that complies with Section 409A Code. Notwithstanding the foregoing, no particular tax result for Consultant with respect to any income recognized by Consultant in connection with the Agreement is guaranteed, and Consultant will be responsible for any taxes, penalties and interest imposed on Consultant under or as a result of Section 409A in connection with this Agreement.
Compliance with Code §409A. It is intended that any expense reimbursement made under this Agreement shall be exempt from Code Section 409A. Notwithstanding the foregoing, if any expense reimbursement shall be determined to be ‘deferred compensation’ within the meaning of Code Section 409A, including without limitation any reimbursement under Sections 4 and 5(f)(ii)(C), then the reimbursement shall be made to Buyko as soon as practicable after submission of the reimbursement request, but no later than December 31 of the year following the year during which such expense was incurred.
Compliance with Code §409A. It is the intent of the parties that all payments to the Executive pursuant to Section 5 (or any other provision of this Agreement) either be excluded from the definition of deferred compensation subject to §409A of the Code, or if not so excluded shall comply with all requirements of §409A, and to the maximum extent permitted by law this Agreement shall be so construed and administered. Nothing contained in this Agreement shall constitute an amendment to the annual bonus program approved each year by the SK Holdco Board of Directors and such bonus program shall continue to be exempt from §409A of the Code as a short-term deferral. Without limiting the foregoing, if the Executive incurs a termination of employment within the meaning of this Agreement that does not constitute a “separation from service” as defined in §409A, then, to the extent that any payment pursuant to this Section 5 is subject to §409A, the Executive’s right to such payment shall be fully vested and nonforfeitable upon the occurrence of the termination of employment, but payment of such amount shall be deferred until the date on which the Executive incurs a separation from service. In addition, in the event that the Executive is a “specified employee” as defined in §409A of the Code as of the Termination Date, payment of all amounts specified in Section 5(b) of this Agreement which are not otherwise exempt from §409A will not commence until six (6) months and one (1) day following the date of the Executive’s Termination Date (the “Delayed Commencement Date”). Upon the occurrence of the Delayed Commencement Date, that portion of such amounts which would have been paid during the six (6) month period will be paid to the Executive in a lump sum on such date and the remainder of such amounts will be paid pursuant to the terms of Section 5. Finally, to the extent that any reimbursement of expenses or in-kind benefits or tax gross-ups constitute “deferred compensation” under §409A of the Code, such reimbursement or benefit or tax gross up shall be provided no later than December 31 of the calendar year following the calendar year in which the expense was incurred or tax was paid. The amount of expenses reimbursed in one calendar year shall not affect the amount eligible for reimbursement in any subsequent calendar year. The amount of any in-kind benefits provided in one calendar year shall not affect the amount of in-kind benefits provided in any other calendar year. The right to reimbursemen...
Compliance with Code §409A. (i) It is intended that any amounts payable under this Agreement hereunder will comply with the provisions of Section 409A so as not to subject Xx. Xxxxx to the payment of the additional tax, interest and any tax penalty which may be imposed under Section 409A. In furtherance of this intent, to the extent that any provision hereof would result in Xx. Xxxxx being subject to payment of the additional tax, interest and tax penalty under Section 409A, the parties agree to amend this Agreement in order to bring this Agreement into compliance with Section 409A; and thereafter interpret its provisions in a manner that complies with Section 409A. Notwithstanding the foregoing, no particular tax result for Xx. Xxxxx with respect to any income recognized by Xx. Xxxxx in connection with the Agreement is guaranteed, and Xx. Xxxxx will be responsible for any taxes, penalties and interest imposed on Xx. Xxxxx under or as a result of Section 409A in connection with this Agreement.
(ii) With respect to any amount of expenses eligible for reimbursement under Section 3(d), such expenses shall be reimbursed by the Company within 45 calendar days (or, if applicable, on the Permissible Payment Date) following the date on which the Company receives the applicable invoice from Xx. Xxxxx (and approves such invoice) but in no event later than December 31 of the year following the year in which Xx. Xxxxx incurs the related expenses.
(iii) In no event shall the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor shall Xx. Xxxxx’x right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.
Compliance with Code §409A a. This Agreement will be interpreted and administered in accordance with the applicable requirements of, and exemptions from, Code § 409A, and in a manner consistent with Treas. Reg. § 1.409A-1 et. seq. To the extent any payments or benefits are subject to Code § 409A, this Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of (i) Code § 409A(a)(2), (3) and (4), (ii) Treas. Reg. § 1.409A-1 et seq., and (iii) other applicable authority issued by the Internal Revenue Service and the U.S. Department of the Treasury.
b. When used in this Agreement, the terms “termination of employment,” “terminate employment,” and words of similar import mean and refer to “separation from service” within the meaning of Code § 409A(a)(2)(A)(i) and Treas. Reg. § 1.409A-1(h).
c. If any amount is to be paid to the Employee as a result of the Employee’s termination of employment at a time when the Employee is “specified employee” (within the meaning of Treas. Reg. § 1.409A-1(i)), then, only to the extent necessary to avoid the imposition of excise taxes or other penalties under Code § 409A, payments to the Employee scheduled to be paid to during the first six (6) month period following the date of a termination of employment will not be paid until the date which is the first business day after six months have elapsed following the Employee’s termination of employment. If the Employee dies during the delay period set forth in this Section 18.c, the Employee’s entire benefit will be paid to his beneficiary, in cash, in a single lump sum, within sixty (60) days of death.
3. This amendment is effective as of December 31, 2008.
