Common use of Compliance with IRC Section 409A Clause in Contracts

Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company, Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with the requirements of Section 409A of the Code until the first business day that is more than six (6) months following Executive’s termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 11(d) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this

Appears in 1 contract

Samples: Employment Agreement (Associated Materials, LLC)

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Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company, Company Executive is a “specified employee” as defined in Section 409A of the Code and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer payments to which Executive would otherwise be entitled during the commencement first six months following Executive’s termination of the payment of any such payments or benefits hereunder employment shall be deferred and accumulated (without any reduction in such payments or benefits ultimately paid or provided to Executive) to for a period of six months from the extent necessary to comply with the requirements date of Section 409A of the Code until the first business day that is more than six (6) months following Executive’s termination of employment with and paid in a lump sum on the Company (or the earliest date as is permitted under Section 409A first day of the Codeseventh month following such termination of employment (or, if earlier, the date of the Executive’s death) and (ii) if any other payments of money or other benefits due to Executive hereunder could would cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In Furthermore, the event Company intends that payments under this Agreement are deferred pursuant shall comply with Section 409A and shall be interpreted, operated and administered accordingly. Each payment in a series of payments hereunder shall be deemed to this Section 11(d) in order to prevent any accelerated tax or additional tax under be a separate payment for purposes of Section 409A of the Code, then such payments shall be paid at the time specified under this.

Appears in 1 contract

Samples: Employment Agreement (Nevada Property 1 LLC)

Compliance with IRC Section 409A. This Agreement is intended to comply with Section 409A of the Code and will be interpreted in a manner intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s your termination of employment with the Company, Executive is Company you are a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executiveyou) to the extent necessary to comply with the requirements of Section 409A of the Code until the first business day date that is more than six (6) months following Executive’s your termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive you hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that does not cause such an accelerated or additional tax. In To the event that payments extent any reimbursements or in-kind benefits due to you under this Agreement are constitutes “deferred pursuant to this Section 11(d) in order to prevent any accelerated tax or additional tax compensation” under Section 409A of the Code, then any such payments reimbursements or in-kind benefits shall be paid at to you in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the time specified under thismeaning of Section 409A of the Code. The Company shall consult with you in good faith regarding the implementation of the provisions of this Section 13.17; provided that neither the Company nor any of its employees or representatives shall have any liability to you with respect to thereto.

Appears in 1 contract

Samples: Employment Agreement (Time Warner Inc.)

Compliance with IRC Section 409A. This agreement is intended to comply with Section 409A and will be interpreted in a manner intended to comply with Section 409A, to the extent that the requirements of Section 409A are applicable thereto. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company, Executive Company he is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with the requirements of Section 409A of the Code until the first business day date that is more than six (6) months following Executive’s his termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that does not cause such an accelerated or additional tax. In the event that payments Each amount to be paid or benefit to be provided under this Agreement are deferred pursuant to this will be construed as a separate identified payment for purposes of Section 11(d) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this409A,

Appears in 1 contract

Samples: Executive Employment Agreement (Rosetta Stone Inc)

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Compliance with IRC Section 409A. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination Xx. Xxxx’x separation of employment with the Company, Executive Travelport Xx. Xxxx is a “specified employee” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination separation of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company Travelport will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to ExecutiveXx. Xxxx) to the extent necessary to comply with the requirements of Section 409A of the Code until the first business day date that is more than six (6) months following Executive’s termination Xx. Xxxx’x separation of employment with the Company Travelport (or the earliest date as is permitted under Section 409A of the Code) and (ii) if any other payments of money or other benefits due to Executive Xx. Xxxx hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that does not cause such an accelerated or additional tax. In Travelport shall consult with Xx. Xxxx in good faith regarding the event that payments under this Agreement are deferred pursuant to implementation of the provisions of this Section 11(d) in order 8(g); provided that neither Travelport nor any of its employees or representatives shall have any liability to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under thisXx. Xxxx with respect to thereto.

Appears in 1 contract

Samples: Transition and Separation Agreement (Travelport Worldwide LTD)

Compliance with IRC Section 409A. This agreement is intended to comply with Section 409A and will be interpreted in a manner intended to comply with Section 409A, to the extent that the requirements of Section 409A are applicable thereto. Notwithstanding anything herein to the contrary, (i) if at the time of Executive’s termination of employment with the Company, Executive Company she is a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code409A, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) to the extent necessary to comply with the requirements of Section 409A of the Code until the first business day date that is more than six (6) months following Executive’s her termination of employment with the Company (or the earliest date as is permitted under Section 409A of the Code409A) and (ii) if any other payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code409A, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the BoardCompany, that does not cause such an accelerated or additional tax. In the event that payments under this Agreement are deferred pursuant to this Section 11(d) in order to prevent any accelerated tax or additional tax under Section 409A of the Code, then such payments shall be paid at the time specified under this.

Appears in 1 contract

Samples: Executive Employment Agreement (Rosetta Stone Inc)

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