Section 409A Limitations Sample Clauses
Section 409A Limitations. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Code, so as to prevent the inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided, or otherwise made available to the Executive. This Agreement shall be construed, administered, and governed in a manner consistent with this intent. Any provision that would cause any amount payable or benefit provided under this Agreement to be includible in the gross income of the Executive under Section 409A(a)(1) of the Code shall have no force and effect. In particular, to the extent the Executive becomes entitled to receive a payment or a benefit upon an event that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided to the Executive on the Executive's "separation from service" with the Company (within the meaning of Section 409A of the Code); provided, however, that if the Executive is a "specified employee" (within the meaning of Section 409A of the Code), the amount payable pursuant to Sections 6.D. and 6.E. of this Agreement shall either (i) be revised so that the aggregate amount payable for the first six months following the Executive's separation from service shall be paid in the month of separation from service and any balance shall be paid monthly commencing on the first day of the seventh month following separation from service and on the first day of each month thereafter until paid in full or (ii) if the approach under clause (i) of this Section 14 is not permitted by Section 409A of the Code, then such payments shall commence on the date which is six months after the date of the Executive's separation from service with the Company and the amount payable on such day shall be the aggregate of six months of the total amount payable and any balance shall be payable on the first day of each month thereafter until paid in full. Any reference in this Plan to Section 409A of the Code shall also include any proposed, temporary, or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.
Section 409A Limitations. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, to the extent that section is applicable, and it shall be interpreted in a manner that complies with such section to the fullest extent possible. The Company and Executive agree that the Company at its sole option shall have the power to adjust the timing or other details relating to the payments described in this Agreement if the Company determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. The Company and Executive further acknowledge that if Executive is determined to be a “specified employee” as such term is defined in Section 409A upon Executive’s Date of Termination, that certain payments to Executive under this Agreement may be required to be postponed to comply with Section 409A. Thus, the Company and Executive agree that, in such event, any payments that are so postponed will be paid to Executive on the first day of the calendar month following the end of the required postponement period.
Section 409A Limitations. It is the intention of the parties that this Agreement and the Retirement Benefit under this Agreement meet the criteria for a non-qualified deferred compensation plan under Section 409A of the Internal Revenue Code and its implementing regulations. Notwithstanding any provision in this Agreement that may be construed to the contrary, the vested Retirement Benefit under this Agreement shall not be distributed earlier than a “Permissible Distribution Event” as defined by Section 409A of the Internal Revenue Code and implementing regulations. No subsequent changes with respect to the timing or form of distributions may be made except in compliance with Section 409A and its implementing regulations. Payment of the Retirement Benefit is not subject to acceleration, except as may be permitted by Section 409A and its implementing regulations.
Section 409A Limitations. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code (hereinafter, the “Code”), so as to prevent the inclusion in gross income of any amounts payable or benefits provided hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually be distributed, provided, or otherwise made available to the Executive. This Agreement shall be construed, administered and governed in a manner consistent with this intent. Any provision that would cause any amount payable or benefit provided under this Agreement on a deferred basis to be includible in the gross income of the Executive under Section 409A(a)(1) of the Code shall have no force and effect. In particular, to the extent the Executive becomes entitled to receive a payment or a benefit upon an event that does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, such payment or benefit will be made or provided to the Executive on the Executive’s “separation from service” with the Company (within the meaning of Section 409A of the Code). Any reference in this Agreement to Section 409A of the Code shall also include any final regulations, or other guidance, promulgated with respect to the Section by the U.S. Department of Treasury or the Internal Revenue Service. Executive acknowledges and agrees that the application of Section 409A of the Code to the Company may have financial impact detrimental to the Company. Executive agrees that he will cooperate with and consent to the opinions of financial, tax and/or legal advisers concerning application of Section 409A to minimize any financial impact detrimental to the Company.
Section 409A Limitations. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, to the extent that section is applicable, and it shall be interpreted in a manner that complies with such section to the fullest extent possible. The Employer and Executive agree that the Employer at its sole option shall have the power to adjust the timing or other details relating to the payments described in this Agreement if the Employer determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A. The Employer and Executive further acknowledge that if Executive is determined to be a “specified employee” as such term is defined in Section 409A upon Executive’s Date of Termination, that certain payments to Executive under this Agreement may be required to be postponed to comply with Section 409A. Thus, the Employer and Executive agree that, in such event, any payments that are so postponed will be paid to Executive on the first day of the calendar month following the end of the required postponement period.