Deferred Compensation-Related Amendments to SPCs and this Agreement Sample Clauses

Deferred Compensation-Related Amendments to SPCs and this Agreement. This Section 11.21 amends and interprets certain provisions of this Agreement and SPCs in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), which became effective January 1, 2009. (a) Each SPC is hereby amended as follows: (i) Any provision specifying that an amount is payable "on or before" a payment deadline, "by" a payment deadline, or at a similar time that can be interpreted to allow for payment during a specified tax year or an earlier tax year is amended to require that payment be made during the Player's tax year and the League Year in which the payment deadline occurs (and not during any earlier tax year or League Year), and no later than the deadline set forth in the applicable SPC. (ii) Any provision specifying that an amount will be paid "on or about" a specified date, or at a similar time that may be read to allow for payment before or after the specified date, is amended to require that payment be made during the player's tax year and the League Year in which the specified date occurs, but no earlier than 15 calendar days before the specified date and no later than 15 calendar days after the specified date; provided, however, that if the specified date is within 15 calendar days of the last day of the "applicable 2½-month period," as determined by the Club in accordance with Treas. Reg. § 1.409A-1(b)(4)(i)(A), payment shall be made no later than the last day of such applicable 2½-month period. (b) Notwithstanding anything to the contrary, nothing in this Agreement or in any SPC shall, or shall be interpreted to, give a Player the right to pledge or assign a Club's payout obligation to a third party, or any similar right. (c) Any expense reimbursement pursuant to any SPC, this Agreement or otherwise that is includable in a Player's income for tax purposes, and for which a Player must individually apply to a Club, shall be subject to the following rules: (i) Except with respect to any such reimbursement that also, by its terms, relates to a period after the player's separation from service (as set forth in Treas. Reg. §1.409A-1(b)) with the Club responsible for the reimbursement: (A) In order to be reimbursed, (I) the applicable expense must be incurred while the player is employed by the Club responsible for the reimbursement, and (II) the Player shall file a request for reimbursement (along with any required substantiation) no later than the January 31 of the calendar year...
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Related to Deferred Compensation-Related Amendments to SPCs and this Agreement

  • Compensation Program Amendments Each of the Company’s compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to you is hereby amended to the extent necessary to give effect to provisions (1) and (2). For reference, certain affected Benefit Plans are set forth in Appendix A to this letter. In addition, the Company is required to review its Benefit Plans to ensure that they do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of the Company. To the extent any such review requires revisions to any Benefit Plan with respect to you, you and the Company agree to negotiate such changes promptly and in good faith.

  • Amendments to Employment Agreement Effective as of the date hereof, the Employment Agreement shall be amended as provided in this Section 1.

  • ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT This Agreement shall automatically terminate, without the payment of any penalty, in the event of its assignment or in the event that the Investment Management Agreement between the Manager and the Fund shall have terminated for any reason; and this Agreement shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Fund who are not interested persons of the Fund or of the Manager or the Portfolio Manager.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

  • Duration, Termination and Amendments of this Agreement This Agreement shall become effective as of the day and year first above written, shall govern the relations between the parties hereto thereafter and shall remain in force for a period of two years from its effectiveness, on which date it will terminate unless its continuance with respect to a Fund after that date is "specifically approved at least annually" (a) by the vote of a majority of the Trustees of the Trust who are not "interested persons" of the Trust or of Citi Management at a meeting specifically called for the purpose of voting on such approval, and (b) by the Board of Trustees of the Trust or by "vote of a majority of the outstanding voting securities" of the Fund. This Agreement may be terminated at any time with respect to a Fund without the payment of any penalty by the Trustees or by the "vote of a majority of the outstanding voting securities" of the Fund, or by the Manager, in each case on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall automatically terminate in the event of its "assignment." This Agreement may be amended with respect to a Fund only if such amendment is approved by the "vote of a majority of the outstanding voting securities" of the Fund (except for any such amendment as may be effected in the absence of such approval without violating the 1940 Act).

  • Benefits of the Administration Agreement Nothing in this Agreement, expressed or implied, shall give to any Person other than the parties hereto and their successors hereunder, the Owner Trustee, any separate trustee or co-trustee appointed under Section 6.10 of the Indenture and the Noteholders, any benefit or any legal or equitable right, remedy or claim under this Agreement. For the avoidance of doubt, the Owner Trustee is a third party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

  • Amendments to this Agreement This Agreement may only be amended by the parties in writing.

  • Amendments to this Subadvisory Agreement This Subadvisory Agreement may be amended by mutual agreement in writing, subject to approval by the Board of Trustees of the Trust and the Fund’s shareholders to the extent required by the Act.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any director, officer or employee of Metropolitan or its Subsidiaries, or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (i) for normal individual increases in compensation to employees in the ordinary course of business consistent with past practice, (ii) for other changes that are required by applicable law, and (iii) to satisfy Previously Disclosed contractual obligations existing as of the date hereof.

  • Section 409A Amendment The Award is intended to be exempt from Code Section 409A and this Award Agreement shall be administered and interpreted in accordance with such intent. The Committee reserves the right (including the right to delegate such right) to unilaterally amend this Award Agreement without the consent of the Participant in order to maintain an exclusion from the application of, or to maintain compliance with, Code Section 409A; and the Participant hereby acknowledges and consents to such rights of the Committee.

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