Sections 409A and 457A Clause Samples
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Sections 409A and 457A. (a) It is the intention of the parties that the provisions of this Agreement shall, to the maximum extent permissible, comply with the requirements of the short-term deferral exceptions of Section 409A of the Code and the Treasury Regulations issued thereunder and Section 457A of the Code and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the requirements or limitations of Code Section 409A or of Code Section 457A applicable to such short-term deferral exceptions, then those provisions shall be interpreted and applied in a manner that does not result in a violation of the requirements or limitations of Code Section 409A and the Treasury Regulations thereunder and Code Section 457A and any guidance with respect to Code Section 457A, including but not limited to Notice 2009-8, that apply to such exceptions.
(b) Notwithstanding any provision to the contrary in this Agreement, to the extent this Award may be deemed to create a deferred compensation arrangement under Code Section 409A, then Shares or other amounts which become issuable or distributable under this Agreement by reason of Participant’s cessation of continued employment or service shall actually be issued or distributed to Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of Participant’s Separation from Service (as determined under Code Section 409A and Treasury Regulations thereunder) or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Committee in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Company, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The deferred Shares or other distributable amount shall be issued or distributed in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Company receives proof of Participant’s death.
Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Agreement, no Option or any rights therein may be granted, deferred, accelerated, extended, paid out or modified under this Option Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Option may not be granted at the time contemplated by the terms of the Plan or this Option Agreement, as the case may be, without causing the Participant holding the Option to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 22. (Remainder of Page Intentionally Left Blank) The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement dated as of (the “Exercise Agreement”) under the Hexindai Inc. 2016 Equity Incentive Plan (the “Plan”), as follows: · the Purchaser hereby irrevocably elects to purchase Ordinary Shares, par value US$0.0001 per share (the “Shares”), of Hexindai Inc. , an exempted company organized under the Companies Law of the Cayman Islands (the “Company”), and · such purchase shall be at the price of US$ per share, for an aggregate amount of US$ (subject to applicable withholding taxes pursuant to Section 15 of the Plan). Capitalized terms are defined in the Plan if not defined herein.
Sections 409A and 457A. This Agreement is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Committee determines that this Agreement (or any portion thereof) may be subject to Section 409A or Section 457A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 457A”), the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Committee determines are necessary or appropriate for this Agreement and the award of Shares either to be exempt from the application of Section 409A or Section 457A or to comply with the requirements of Section 409A or Section 457A.
Sections 409A and 457A. Notwithstanding anything herein or in the 2016 Plan to the contrary, the LTPSUs granted pursuant to this Performance Stock Unit Grant are intended to be compliant with, or exempt from, the applicable requirements of (a) Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto (collectively, “Section 409A”) or an exemption therefrom; and (b) the short-term deferral exception of Section 457A of the Code and all applicable guidance issued with respect to Section 457A of the Code (collectively, “Section 457A”). This Performance Stock Unit Grant shall be construed and interpreted in a manner consistent with such intent. Nevertheless, to the extent that the Committee determines that the LTPSUs may not be exempt from Section 409A, then, if the Grantee is deemed to be a “specified employee” within the meaning of Section 409A, as determined by the Committee, at a time when the Grantee becomes eligible for settlement of the LTPSUs upon his “separation from service” within the meaning of Section 409A, then to the extent necessary to prevent any accelerated or additional tax under Section 409A, such settlement will be delayed until the earlier of: (a) the date that is six (6) months following the Grantee’s separation from service and (b) the Grantee’s death. Notwithstanding the foregoing, NIL and its Affiliates make no representations that the LTPSUs provided under this Performance Stock Unit Grant are exempt from or compliant with Section 409A or Section 457A and in no event shall NIL or any Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A or Section 457A.
Sections 409A and 457A. The award is intended to be an exempt “short-term deferral” under Sections 409A and 457A of the Internal Revenue Code of the United States. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to ensure that the Award is exempt from Sections 409A and 457A to the extent applicable. By accepting this Award, you agree to the following:
(i) you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and
(ii) you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Share Units are replaced and superseded.
Sections 409A and 457A. Notwithstanding other provisions of the Plan or this Agreement, no Restricted Shares may be granted, deferred, accelerated, extended, paid out or modified under this Agreement in a manner that would result in the imposition of an additional tax under Section 409A or Section 457A of the Code upon the Participant. In the event that it is reasonably determined by the Board or, if delegated by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments or any other rights in respect of the Restricted Shares may not be granted at the time contemplated by the terms of the Plan or this Agreement, as the case may be, without causing the Participant holding the Restricted Shares to be subject to taxation under Section 409A of the Code, including as a result of the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment or grant such rights on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will use commercially reasonable efforts to implement the provisions of this Section 22 in good faith; provided, however, that neither the Company, the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to the Participant with respect to this Section 22. [Signature page follows]
Sections 409A and 457A. The Phantom Units and DERs granted hereunder are intended to comply with the short-term deferral exceptions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations issued thereunder and Section 457A of the Code and all applicable guidance issued with respect to Section 457A of the Code and this Agreement shall be construed and interpreted in a manner consistent with such intent. Notwithstanding the foregoing, neither the Partnership nor any of its Affiliates makes any representations that the Phantom Units or DERs granted hereunder are exempt from Sections 409A or 457A of the Code and in no event shall the Company or its Affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A or 457A of the Code.
Sections 409A and 457A. The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with any grant of an Award, to the extent applicable. While the Awards granted hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any accelerated or additional tax, interest, or penalties that may be imposed on a Grantee as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or Section 457A of the Code or any similar state or local laws (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A or Section 457A of the Code).
Sections 409A and 457A. The award is intended to be an exempt “short-term deferral” under Sections 409A and 457A of the Internal Revenue Code of the United States. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to ensure that the Award is exempt from Sections 409A and 457A to the extent applicable. By accepting this Award, you agree to the following:
(i) you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and
(ii) you understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Share Units are replaced and superseded. You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact ▇▇▇▇▇▇▇ Controls International plc, c/o Johnson Controls, Inc., Attn: Shareholder Services, ▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ in writing within thirty (60) days of the date of these Terms and Conditions. Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company. The Company has caused this Award to be executed by one of its authorized officers as of the date of grant. ▇▇▇▇▇▇▇ CONTROLS INTERNATIONAL PLC
Sections 409A and 457A. This Agreement and the payments to be made hereunder are intended to comply with, or be exempt from, Sections 409A and 457A of the Internal Revenue Code of 1986 and the regulations and guidance issued thereunder, each as amended, and this Agreement will be interpreted, and all tax filings with the Internal Revenue Service will be made, in a manner consistent with that intent.