Section 409A Tax Clause Samples
Section 409A Tax. Notwithstanding anything herein to the contrary, to the extent any payment or provision of benefits under this Agreement upon the Executive’s “separation from service” is subject to Section 409A of the Code, no such payment shall be made, and Executive shall be responsible for the full cost of such benefits, for six (6) months following the Executive's "separation from service" if the Executive is a "specified employee" of the Company on the date of such separation from service. On the expiration of such six (6) month period, any payments delayed, and an amount sufficient to reimburse the Executive for the cost of benefits met by the Executive, during such period shall be aggregated (the “Make-Up Amount”) and paid in full to the Executive, and any succeeding payments and benefits shall continue as scheduled hereunder. The Company shall credit the Make-Up Amount with interest at no less than the interest rate it pays for short-term borrowed funds, such interest to accrue from the date on which payments would have been made, or benefits would have been provided, by the Company to the Executive absent the six month delay. The terms "separation from service" and "specified employee" shall have the meanings set forth under Section 409A and the regulations and rulings issued thereunder. Furthermore, the Company shall not be required to make, and the Executive shall not be required to receive, any severance or other payment or benefit under Sections 3.3 or 3.4 hereof if the making of such payment or the provision of such benefit or the receipt thereof shall result in a tax to the Executive arising under Section 409A of the Code (a “Section 409A Tax”). For purposes of Section 409A, any right to a series of installment payments or provision of benefits in installments under Sections 3.3 and 3.4 of this Agreement shall be treated as a right to a series of separate payments. For purposes of and if and to the extent necessary to comply with Section 409A, any reference in this Agreement to the Executive’s “termination of employment” or words of similar import shall mean the Executive’s “separation from service” from the Company, and the Executive’s Termination Date shall mean the date of his “separation from service” from the Company.
Section 409A Tax. The term Section 409A Tax means the sum of (i) the 20 percent additional income tax described in Code Section 409A(a)(1)(B)(I)(ii) to the extent such additional tax is incurred by the Executive as a result of a ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) the interest determined to be due under Code Section 409A(a)(1)(B)(I)(i) in connection with the same Section 409A Violation, and (iii) any penalties incurred by the Executive in connection with the same Section 409A Violation, provided that the Executive pays such additional income tax and related interest and penalties promptly upon being notified that such amount is due. Section 409A Tax does not include any interest or penalties assessed by the Internal Revenue Service on the Executive that are attributable to Executive's willful misconduct or negligence.
Section 409A Tax. The term “Section 409A Tax” means the sum of (i) the 20 percent additional income tax described in Code Section 409A(a)(1)(B)(I)(ii) to the extent such additional tax is incurred by the Executive as a result of an Indemnified Section 409A Violation, (ii) the interest determined to be due under Code Section 409A(a)(1)(B)(I)(i) in connection with the same Indemnified Section 409A Violation, and (iii) any penalties incurred by the Executive in connection with the same Indemnified Section 409A Violation, provided that the Executive pays such additional income tax and related interest and penalties promptly upon being notified that such amount is due. Section 409A Tax does not include any interest or penalties assessed by the Internal Revenue Service on the Executive that are attributable to Executive’s willful misconduct or negligence.
Section 409A Tax. Interest charges and taxes imposed by Section 409A(a)(1)(B) of the Code, or any state, local, or foreign taxes of a similar nature, or any interest charges or penalties with respect to such taxes.
Section 409A Tax. Notwithstanding anything herein to the contrary, if the Executive is a "Specified Employee," as defined in Code Section 409A(a)(2)(B)(i) and the regulations and rulings issued thereunder, to the extent any payment or provision of benefits under this Agreement is required to be made upon the Executive's Separation From Service and is subject to Section 409A of the Code, no such payment shall be made for six (6) months following the Executive's Separation From Service (or, if earlier, until the death of Executive). In the case of any payment delayed in accordance with this Section 6(f), all payments to which Executive would otherwise be entitled during the six months following his Separation from Service shall be accumulated and paid, without interest, on the first day of the seventh month following his Separation from Service (or promptly following the date of his death, if earlier). In the case of any Benefits Continuation delayed in accordance with this Section 6(f), Executive shall pay to the Company the value of all such Benefits Continuation for the six month period following his Separation from Service, and the Company shall reimburse such amounts, without interest, on the first day of the seventh month following the date of Executive's Separation from Service (or promptly following the date of Executive's death, if earlier). .
Section 409A Tax. Anything in this Agreement to the contrary notwithstanding, the Company shall not be required to make, and the Executive shall not be required to receive, any severance or other payment under Section 3.3 or Section 3.4 hereof if the making of such payment or the receipt thereof shall result in a tax to the Executive arising under Section 409A of the Code (a "Section 409A Tax"). In the event the Company cannot make a payment under Section 3.3 or Section 3.4 hereof, or if the Executive cannot receive any such payment, in accordance with the terms of such Sections, without the Executive incurring a Section 409A Tax, then the Company and the Executive shall work together in good faith to agree on an alternate payment schedule acceptable to both parties such that the Executive does not incur a Section 409A Tax or the Executive incurs the least amount of Section 409A Tax as is possible under the circumstances.
Section 409A Tax. Notwithstanding anything herein to the contrary, to the extent any payment or provision of benefits under this Agreement upon the Executive’s “separation from service” is subject to Section 409A of the Code, no such payment shall be made, and Executive shall be responsible for the full cost of such benefits, for six (6) months following the Executive’s “separation from service” if the Executive is a “specified