Section 409A Provisions. EXEMPTION FROM AND COMPLIANCE WITH SECTION 409A OF THE CODE (a) ADMINISTRATION OF AGREEMENT. Certain payments and benefits payable under the Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Code. The Agreement shall be interpreted in accordance with the applicable exemptions from Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under the Agreement are subject to Section 409A of the Code, the Agreement shall be interpreted, construed and administered in a manner that satisfies the requirements of Sections 409A(a)(2), (3) and (4) of the Code and the Treasury Regulations and interpretive guidance issued thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are payable under the Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations and interpretive guidance issued thereunder, the Company and Executive agree to amend the Agreement, or take such other actions as the Company and Executive deem reasonably necessary or appropriate, to comply with the requirements of Section 409A of the Code, the Treasury Regulations and interpretive guidance issued thereunder. In the case of any compensation, benefits or other payments that are payable under the Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code, if any provision of the Agreement would cause such compensation, benefits or other payments to fail to so comply, such provision shall not be effective and shall be null and void with respect to such compensation, benefits or other payments, and such provision shall otherwise remain in full force and effect.
Appears in 2 contracts
Samples: Employment Agreement (Molina Healthcare Inc), Employment Agreement (Molina Healthcare Inc)
Section 409A Provisions. EXEMPTION FROM AND COMPLIANCE WITH SECTION 409A OF THE CODE (a) ADMINISTRATION OF AGREEMENT. Certain payments and benefits payable under the Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Code. 24.1 The parties agree that this Agreement shall be interpreted in accordance to comply with the applicable exemptions or be exempt from Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under the Agreement are subject to Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner that satisfies consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision of Sections 409A(a)(2)this Agreement to the contrary, (3) and (4in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and the related Department of Treasury Regulations and interpretive guidance issued thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are payable under the Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations and interpretive guidance issued thereunderguidance, the Company and Executive agree Employee shall cooperate in good faith to amend (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this DocuSign Envelope ID: BD1B918C-BDFE-441B-80D5-518F84AFC6F89F7D5B75-2D69-46F7-864B-ED466CB18FE6 -18- WEIL:\97844204\2\18434.0003 Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as the Company and Executive deem reasonably mutually determined to be necessary or appropriate, appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 24.1 does not create an obligation on the part of the Code, the Treasury Regulations and interpretive guidance issued thereunder. In the case of any compensation, benefits or other payments that are payable under the Company to modify this Agreement and intended does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Code Section 409A or any damages for failing to comply with Sections 409A(a)(2), (3) and (4) Code Section 409A.
24.2 A termination of the Code, if employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
24.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would cause have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
24.4 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to the extent that any such reimbursements or in-kind benefits constitute “nonqualified deferred compensation” under Code Section 409A, (x) the right to reimbursement or in-kind benefits or other payments to fail to so comply, such provision shall not be effective subject to liquidation or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that this clause (y) shall not be violated with regard to any medical expenses subject to a limit as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be null made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: BD1B918C-BDFE-441B-80D5-518F84AFC6F89F7D5B75-2D69-46F7-864B-ED466CB18FE6 The parties hereto have each executed and void with respect to such compensationdelivered this Agreement as of the day and year first above written. FORTRESS VALUE ACQUISITION CORP. II By: ________________________________ Name: Xxxxxxxxx X. Xxxxxxxx Title: General Counsel and Secretary %& -2- WEIL:\97844204\2\18434.0003 FEC\41815\0004\8324229.v3-2/17/21 The parties hereto have each executed and delivered this Agreement as of the day and year first above written. ATI Holdings, benefits or other paymentsLLC By: ________________________________ Name: Title: Athletic & Therapeutic Institute of Naperville, and such provision shall otherwise remain in full force and effect.LLC By: ________________________________ Name: Title: DocuSign Envelope ID: BD1B918C-BDFE-441B-80D5-518F84AFC6F89F7D5B75-2D69-46F7-864B-ED466CB18FE6 CEO Xxxxxx Xxxx Xxxxxx Xxxx CEO
Appears in 1 contract
Section 409A Provisions. EXEMPTION FROM AND COMPLIANCE WITH SECTION 409A OF THE CODE (a) ADMINISTRATION OF AGREEMENT. Certain payments and benefits payable under the Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Code. 24.1 The parties agree that this Agreement shall be interpreted in accordance to comply with the applicable exemptions or be exempt from Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under the Agreement are subject to Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner that satisfies consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision of Sections 409A(a)(2)this Agreement to the contrary, (3) and (4in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and the related Department of Treasury Regulations and interpretive guidance issued thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are payable under the Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations and interpretive guidance issued thereunderguidance, the Company and Executive agree Employee shall cooperate in good faith to amend (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this DocuSign Envelope ID: B997F1AF-6852-4463-BA24-4091D4C9DBC763092C01-9149- 620-8C02-E1770CAE9945 -18- WEIL:\97844204\2\18434.0003 Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as the Company and Executive deem reasonably mutually determined to be necessary or appropriate, appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 24.1 does not create an obligation on the part of the Code, the Treasury Regulations and interpretive guidance issued thereunder. In the case of any compensation, benefits or other payments that are payable under the Company to modify this Agreement and intended does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Code Section 409A or any damages for failing to comply with Sections 409A(a)(2), (3) and (4) Code Section 409A.
24.2 A termination of the Code, if employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
24.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would cause have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
24.4 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to the extent that any such reimbursements or in-kind benefits constitute “nonqualified deferred compensation” under Code Section 409A, (x) the right to reimbursement or in-kind benefits or other payments to fail to so comply, such provision shall not be effective subject to liquidation or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that this clause (y) shall not be violated with regard to any medical expenses subject to a limit as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be null made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: B997F1AF-6852-4463-BA24-4091D4C9DBC763092C01-9149- 620-8C02-E1770CAE9945 The parties hereto have each executed and void with respect to such compensationdelivered this Agreement as of the day and year first above written. FORTRESS VALUE ACQUISITION CORP. II By: ________________________________ Name: Xxxxxxxxx X. Xxxxxxxx Title: General Counsel and Secretary %& -2- The parties hereto have each executed and delivered this Agreement as of the day and year first above written. ATI Holdings, benefits or other paymentsLLC By: ________________________________ Name: Title: Athletic & Therapeutic Institute of Naperville, and such provision shall otherwise remain in full force and effect.LLC By: ________________________________ Name: Title: DocuSign Envelope ID: B997F1AF-6852-4463-BA24-4091D4C9DBC763092C01-9149- 620-8C02-E1770CAE9945 Xxxxxx Xxxx Xxxxxx Xxxx CEO CEO
Appears in 1 contract
Section 409A Provisions. EXEMPTION FROM AND COMPLIANCE WITH SECTION 409A OF THE CODE (a) ADMINISTRATION OF AGREEMENT. Certain payments and benefits payable under the Agreement are intended to be exempt from, or comply with, the requirements of Section 409A of the Code. 24.1 The parties agree that this Agreement shall be interpreted in accordance to comply with the applicable exemptions or be exempt from Section 409A of the Code and the Treasury Regulations thereunder. To the extent the payments and benefits under the Agreement are subject to Section 409A of the Code, and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively “Code Section 409A”), and all provisions of this Agreement shall be interpreted, construed and administered in a manner that satisfies consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding any provision of Sections 409A(a)(2)this Agreement to the contrary, (3) and (4in the event that the Company determines that any amounts payable hereunder will be taxable currently to Employee under Section 409A(a)(1)(A) of the Code and the related Department of Treasury Regulations and interpretive guidance issued thereunder. If the Company and Executive determine that any compensation, benefits or other payments that are payable under the Agreement and intended to comply with Sections 409A(a)(2), (3) and (4) of the Code do not comply with Section 409A of the Code, the Treasury Regulations and interpretive guidance issued thereunderguidance, the Company and Executive agree Employee shall cooperate in good faith to amend (i) adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that they mutually determine to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement, and to avoid less-favorable accounting or tax consequences for the Company, and/or (ii) take such other actions as the Company and Executive deem reasonably mutually determined to be necessary or appropriate, appropriate to exempt the amounts payable hereunder from Code Section 409A or to comply with the requirements of Code Section 409A and thereby avoid the application of penalty taxes thereunder; provided, however, that this Section 24.1 does not create an obligation on the part of the Code, the Treasury Regulations and interpretive guidance issued thereunder. In the case of any compensation, benefits or other payments that are payable under the Company to modify this Agreement and intended does not guarantee that the amounts payable hereunder will not be subject to interest or penalties under Code Section 409A, and in no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax, interest, or penalties that may be imposed on Employee as a result of Code Section 409A or any damages for failing to comply with Sections 409A(a)(2), (3) and (4) Code Section 409A.
24.2 A termination of the Code, if employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits DocuSign Envelope ID: 24F1ED1D-3A11-4ED0-9318-52F83027E97B9009BC7B 5468-4B59-8EBE B836EDC9FDF -18- WEIL:\97844204\2\18434.0003 considered “nonqualified deferred compensation” under Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A. For purposes of Code Section 409A, the Employee’s right to receive installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.
24.3 If Employee is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered “nonqualified deferred compensation” under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Employee, and (ii) the date of Employee’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 24.3 (whether they would cause have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to Employee in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
24.4 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, to the extent that any such reimbursements or in-kind benefits constitute “nonqualified deferred compensation” under Code Section 409A, (x) the right to reimbursement or in-kind benefits or other payments to fail to so comply, such provision shall not be effective subject to liquidation or exchange for another benefit, (y) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided, that this clause (y) shall not be violated with regard to any medical expenses subject to a limit as set forth in Treasury Regulations Section 1.409A-3(i)(1)(iv)(B), and (z) such payments shall be null made on or before the last day of Employee’s taxable year following the taxable year in which the expense occurred. [SIGNATURE PAGE FOLLOWS] DocuSign Envelope ID: 24F1ED1D-3A11-4ED0-9318-52F83027E97B9009BC7B 5468-4B59-8EBE B836EDC9FDF The parties hereto have each executed and void with respect to such compensationdelivered this Agreement as of the day and year first above written. FORTRESS VALUE ACQUISITION CORP. II By: ________________________________ Name: Xxxxxxxxx X. Xxxxxxxx Title: General Counsel and Secretary %& -2- WEIL:\97844204\2\18434.0003 FEC\41815\0004\8324229.v3-2/17/21 The parties hereto have each executed and delivered this Agreement as of the day and year first above written. ATI Holdings, benefits or other paymentsLLC By: ________________________________ Name: Title: Athletic & Therapeutic Institute of Naperville, and such provision shall otherwise remain in full force and effect.LLC By: ________________________________ Name: Title: DocuSign Envelope ID: 24F1ED1D-3A11-4ED0-9318-52F83027E97B9009BC7B 5468-4B59-8EBE B836EDC9FDF Xxxxxx Xxxx Xxxxxx Xxxx CEO CEO
Appears in 1 contract
