Payments to Key Employees. Notwithstanding anything in this Agreement to the contrary, to the extent required under Section 409A, no payment to be made to a key employee (within the meaning of Section 409A) shall be made sooner than six (6) months after such termination of employment; provided, however, that to the extent such six (6)-month delay is imposed by Section 409A as a result of a Change of Control as defined in Section 12(a), the payment shall be paid into a rabbi trust for the benefit of the Executive as if the six (6)-month delay was not imposed with such amounts then being distributed to the Executive as soon as permissible under Section 409A.
Payments to Key Employees. In the event a payment is made to an employee upon an involuntary termination of employment, as deemed pursuant to this Agreement, such payment will not be subject to Section 409A provided that such payment does not exceed two (2) times the lesser of (i) the sum of the Executive’s annualized compensation based on the taxable year immediately preceding the year in which termination of employment occurs or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive terminates service (the “Safe Harbor Amount”). However, if such payment exceeds the Safe Harbor Amount, only the amount in excess of the Safe Harbor Amount will be subject to Section 409A. In addition, if such Executive is considered a key employee, such payment in excess of the Safe Harbor Amount will have its timing delayed and will be subject to the six (6)-month wait-period imposed by Section 409A as provided in Section 8.1 of this Agreement. The Executive and the Company agree that the termination benefits described in this Section 9.1 are intended to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) as the safe harbor for separation pay due to involuntary separation from service.
Payments to Key Employees. Notwithstanding anything in this Agreement to the contrary, to the extent required under Section 409A of the Code, no payment to be made to a key employee (within the meaning of Section 409A of the Code which defines a “key employee” as an employee who, at any time during the plan year, is (i) an officer of the employer having an annual compensation greater than $145,000, with such amounts indexed each year in accordance with IRS guidelines; (ii) a 5-percent owner of the employer; or (iii) a 1-percent owner of the employer having an annual compensation from the employer of more than $150,000) on or after the date of his termination of employment shall be made sooner than six (6) months after such termination of employment; provided, however, that to the extent such six (6) month delay is imposed by Section 409A of the Code as a result of a Change in Control as defined in Section 5(a), the payment shall be paid into a rabbi trust for the benefit of Executive as if the six (6) month delay was not imposed with such amounts then being distributed to Executive as soon as permissible under Section 409A of the Code; provided further, that to the extent such six (6) month delay is imposed by Section 409A of the Code unrelated to a Change in Control as defined in Section 5(a) of this Agreement, the payment shall be made directly to Executive as soon as permissible under Section 409A of the Code.
Payments to Key Employees. Notwithstanding anything in this Agreement to the contrary, to the extent required under Section 409A, no payment to be made to a key employee (within the meaning of Section <PAGE>
Payments to Key Employees. 4.5.1 If (i) any stock of the Company is traded on an established securities market, (ii) the Director is considered a Key Employee and (iii) the Director receives a distribution because of a Termination of Service; then (a) the Director shall not receive any distribution until the date which is six months after the date of Termination of Service and (b) each scheduled distribution that becomes payable because of the Termination of Service shall be delayed six months.
Payments to Key Employees. On or about February 15, 1999, upon written direction from the Major Shareholders, Buyer shall make available an amount equal to three and one-third percent (a "Full Share") of any Earn-Out Payment for distribution in whole or in part in the sole discretion of the Major Shareholders, on behalf of Buyer, as bonus compensation to each of Xxxxx Xxxxxxxxxx, Xxxx O'Dell and Xxxx Xxxxx ("Key Employees") in lieu of payment of such amount to Major Shareholders as agents for Sellers. If the Major Shareholders elect not to award a Full Share to any one or more of the Key Employees, the amount not awarded shall remain part of the Earn-Out Payment to Sellers. If any one or more of such Key Employees is no longer employed by Buyer for any reason as of December 31, 1998, he shall be ineligible for such compensation and his Full Share shall remain part of the Earn-Out Payment to Sellers.
Payments to Key Employees. Roxio agrees to pay to each Key Employee the full amount of any and all Change of Control Benefits or other similar payments to which such Key Employee is entitled as a result of the transactions contemplated hereby (including without limitation the termination of such Key Employee’s employment with Roxio) within five (5) business days of the date hereof.
Payments to Key Employees
