Section 409A Limitation. It is the intention of Company and Executive that the severance and other benefits payable to Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Company, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of “Change in Control” or the timing of commencement and completion of severance benefit and/or other benefit payments to Executive hereunder in connection with a merger, recapitalization, sale of shares or other “Change in Control”, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. Company and Executive acknowledge and understand that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a “change in control;” (ii) delay for a period of six (6) months or more, or otherwise modify the commencement of severance and/or other benefit payments; and/or (iii) modify the completion date of severance and/or other benefit payments. Company and Executive further acknowledge and agree that if, in the judgment of Company, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to comply with Section 409A, Company and Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on Company and Executive) with Section 409A. For example, if this Agreement is subject to Section 409A and it requires that severance and/or other benefit payments must be delayed until at least six (6) months after Executive terminates employment, then Company and Executive would delay payments and/or promptly seek a written amendment to this Agreement that would, if permissible under Section 409A, eliminate any such payments otherwise payable during the first six (6) months following Executive’s termination of employment and substitute therefor a lump sum payment or an initial installment payment, as applicable, at the beginning of the seventh (7th) month following Executive’s termination of employment which in the case of an init...
Section 409A Limitation. In the event the Administrator determines at any time that this Option has been granted with an exercise price less than Fair Market Value of the Shares subject to the Option on the date the Option is granted (regardless of whether or not such exercise price is intentionally or unintentionally priced at less than Fair Market Value, or is materially modified at a time when the Fair Market Value exceeds the exercise price), or is otherwise determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code, notwithstanding any provision of the Plan or this Option Agreement to the contrary, the Option shall satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code, in accordance with Section 8 of the Plan. The specified exercise date and term shall be the default date and term specified in Section 8 of the Plan. Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if an Option designated as an Incentive Stock Option fails to qualify as such at any time or if an Option is determined to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan.
Section 409A Limitation. Any amounts payable under Sections 6(b), 6(c), 9 or 10(b)(iv) shall be paid no later than December 31 of the year following the year in which the expenses are incurred.
Section 409A Limitation. The Company shall have no liability to the Optionee or any other person if an Option is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and the terms of such Option do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code.
Section 409A Limitation. It is the intention of the Bank, BCH and the Executive that the severance benefits payable to the Executive under this Agreement either be exempt from, or otherwise comply with, Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended. Notwithstanding any other term or provision of this Agreement, to the extent that any provision of this Agreement is determined by the Bank or BCH, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, including, without limitation, the definition of "change in control" or the timing of commencement and completion of severance benefit and/or other benefit payments to the Executive hereunder, or the amount of any such payments, such provisions shall be interpreted in the manner required to comply with Section 409A. BCH, the Bank and the Executive acknowledge and agree that such interpretation could, among other matters, (i) limit the circumstances or events that constitute a "change in control;"
Section 409A Limitation. It is the intention of the Bank, the Bancorp, and the Employee that this Agreement shall be interpreted and administered consistent with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and that the severance benefits payable to the Employee under this Agreement either be exempt from, or otherwise comply with, Section 409A. Notwithstanding any other term, provision, or other matter set forth elsewhere in this Agreement, to the extent that any provision of this Agreement may be determined by the Bank and/or the Bancorp, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance with Section 409A, such provisions shall be interpreted in the manner required to comply with Section 409A. The Bank, the Bancorp, and the Employee further acknowledge and agree that if, in the judgment of the Bank and/or the Bancorp, with the advice of its independent accounting firm or other tax advisors, amendment of this Agreement is necessary to clarify any of the terms of this Agreement, or to comply with Section 409A, the Bank and the Bancorp will negotiate with Employee reasonably and in good faith to amend the terms of this Agreement to the extent necessary so that it complies (with the most limited possible economic effect on the Bank, the Bancorp, and the Employee) with Section 409A.
Section 409A Limitation. Section 280(g).
Section 409A Limitation. (a) Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the taxable amounts payable by the Company to the Executive pursuant to (a)(ii), (d) and (e) of Section 4.1 or 4.2, as applicable, and other Company separation pay plan amounts, if any, shall be paid on the 1st day following the 6th month anniversary of the Date of Termination (“409A Deferred Date”) (or, if earlier, the date of Executive’s death) if the Executive is a “specified employee” pursuant to Section 409A. Notwithstanding anything to the contrary in Sections 4.1(b) and 4.2(b), with respect to the taxable amounts payable by the Company for the time period after Executive would be entitled to continuation coverage under a Company group health plan under Section 4980B of the Code if the Executive elected such coverage and paid the applicable premiums, Executive shall pay the monthly cost of the benefits consistent with the Company’s then current practices and the Company shall reimburse the Executive within 30 days after the Executive’s payment. Any reimbursements provided during an Executive’s taxable year shall not affect the amount eligible for reimbursement in any other taxable year and the right to premium reimbursement shall not be subject to liquidation or exchange for another payment or benefit. Notwithstanding anything to the contrary in Section 6.2, a payment pursuant to Section 6.2 shall be made (i) on or after the 409A Deferred Date if such payment is conditioned upon separation from service, (ii) on a monthly basis as to legal reimbursement, payable on the 1st day of each month (subject to (i) above), (iii) no later than the end of the taxable year of the Executive (or his estate), as applicable, following the taxable year in which a reimbursable expense was incurred (subject to (i) above), and (iv) no later than the end of the 3rd anniversary of the Executive’s death.
(b) Any payment or benefit that otherwise would be paid or provided following the Date of Termination and that is subject to deferral pursuant to Section 4.5(a) shall be accumulated and paid in a lump sum at the earliest date which complies with the requirements of Section 409A. This Section 4.5 and the Agreement shall be interpreted and construed consistent with Section 409A and concomitant regulations in order to avoid the imposition of any additional taxes and interest pursuant to Section 409A (“409A Taxes”).”
Section 409A Limitation. Notwithstanding anything to the contrary in Sections 4.1 and 4.2, the taxable amounts payable by the Company to the Executive pursuant to subsections (a)(ii), (b), (d) and (e) of Section 4.1 or 4.2, as applicable, and other Company separation pay plan amounts shall be paid on the first day following the six (6) month anniversary of the Date of Termination ("409A Deferred Date"). Notwithstanding anything to the contrary in Section 4.5, a payment pursuant to Section 4.5 shall be made on or after the 409A Deferred Date and by the end of the taxable year of the Executive (or his estate), as applicable, following the taxable year in which the applicable taxes are remitted. Notwithstanding anything to the contrary in Section 6.2, a payment pursuant to Section 6.2 shall be made (i) on or after the 409A Deferred Date if such payment is conditioned upon separation from service, (ii) on a monthly basis as to legal fee reimbursement, payable on the first of each month (subject to (i) above), (iii) no later than the end of the taxable year of the Executive (or his estate), as applicable, following the taxable year in which a reimbursable expense was incurred (subject to (i) above), and (iv) no later than the end of the third anniversary of the Executive's death. This Section 4.6 shall be interpreted and construed consistent with Section 409A and concomitant regulations in order to avoid the imposition of any additional taxes and interest pursuant to Section 409A."
9. In Section 6.7, the words "threaten" and "publically" are replaced with the words "threatened" and "publicly", respectively.
10. In Section 6.8, the address of the Company is amended to be "1220 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX 00000."
11. Section 6.17 is added to the Agreement to read as follows:
Section 409A Limitation. It is the intention of AHS and the Executive that the severance benefits payable to the Executive under this Section either be exempt from, or otherwise comply with, Section 409A (“Section 409A”) of the Code as set forth in the next Section.
