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:
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] SCHEDULE 1 Definition of “Cause”:
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 the 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. [The remainder of this page is intentionally left blank.]
Compliance with Code §409A. Except for payments pursuant to Section 16, all payments due under this Agreement will be paid no later than April 5, 2013. Exhibit 10.3 Caution: This Agreement is a Release. Employer hereby advises Employee to read it and to consult with an attorney prior to signing it. TO EVIDENCE THEIR AGREEMENT, the parties have executed this document as of the date last written below. Employee Xxxxxx Corporate Services, Inc. /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxx President Date: 3/18/13 Date: 2/25/13 Exhibit 10.3 Attachment A Resignation I, Xxxxxx X. Xxxxxxx, hereby resign, effective as of the close of business on March 15, 2013, as an officer, director and/or member of any benefit plan committee or trust of Xxxxxx Corporation and each of its direct and indirect subsidiaries and other affiliates in which I hold any such positions. Date: , 2013 Exhibit 10.3 Attachment B Seven Day Right to Revocation Acknowledgment Form I, Xxxxxx X. Xxxxxxx, hereby acknowledge that Xxxxxx Corporate Services, Inc. tendered a Separation Agreement offer which I voluntarily agreed to accept on , 2013, a date at least seven days prior to today’s date. I certify that seven calendar days have elapsed since my voluntary acceptance of this above-referenced offer (i.e. seven days have elapsed since the above date), and that I have voluntarily chosen not to revoke my acceptance of the above-referenced Separation Agreement. Signed this day of 2013.
Compliance with Code §409A. The payments and benefits under this Agreement and the terms of any release agreement are intended to be exempt from, or to comply with, §409A of the Code and the regulations promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement and any release agreement shall be interpreted and administered consistent with such intent. Notwithstanding anything contained in this Agreement to the contrary, Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement that are subject to §409A until Executive has incurred a “separation from service” from the Company within the meaning of §409A. If Executive is deemed by the Company at the time of his separation from service by the Company to be a “specified employee” for purposes of §409A(a)(2)(B)(i) of the of the Code, to the extent delayed commencement of any portion of the benefits to which he is entitled under this Agreement is required in order to avoid a prohibited distribution under §409A(a)(2)(B)(i) of the Code, such portion of his benefits shall not be provided to him prior to the earlier of (a) the expiration of the six-month period measured from the date of his separation from service with the Company or (b) the date of his death. Upon the expiration of the applicable Code §409A(a)(2)(B)(i) period, all deferred payments shall be paid to Executive in a lump sum, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. Notwithstanding the foregoing or any other provisions of this Agreement, the Company and Executive agree that, for purposes of the limitations on nonqualified deferred compensation under §409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the §409A deferral election rules and the exclusion from §409A for certain short-term deferral amounts. To the extent required to avoid an accelerated or additional tax under §409A, amounts reimbursable to Executive shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. In the event that any payments under this Agreement are conditioned upon the prior execution (and nonrevocation) by Executive of a ...
Compliance with Code §409A. Notwithstanding any provision of this Agreement to the contrary, it is the intent of the parties hereto that this Agreement shall not create or provide for any “nonqualified deferred compensation plan” (as defined in Code §409A(d)(l)) unless such “nonqualified deferred compensation plan” shall meet the requirements of Code §409A(a)(2), (3) and (4), and this Agreement and any plans, agreements or arrangements between the parties shall be interpreted accordingly. If any “nonqualified deferred compensation plan” created or provided for pursuant to this Agreement shall fail to meet the requirements of Code §409A(a)(2), (3) or (4) due to a term or provision of such “nonqualified deferred compensation plan” prior to taking into account the provisions of this paragraph 24, such “nonqualified deferred compensation plan” and its corresponding terms or provisions causing such failure shall be deemed to be modified and shall be interpreted (1) so as not to allow any distributions or payments to be made until one of the events listed in Code §409A(a)(2)(A) have occurred, (2) so as not to allow any acceleration of the time or schedule of any payment or distribution in accordance with Code §409A(a)(3), and (3) so that any elections regarding deferrals, or the timing or form of distributions or payments, shall comply with the provisions of Code §409A(a)(4). For example, should this Agreement provide for a payment from a “nonqualified deferred compensation plan” earlier than the occurrence of an event listed in Code §409A(a)(2)(A), suck payment shall not occur until the occurrence of an event listed in Code §409A(a)(2)(A) notwithstanding any terms or provisions of any document effectuating such “nonqualified deferred compensation plan” to the contrary, and this Agreement shall be deemed to be modified accordingly.
