Timing of Payment; Section 409A. All Accrued Obligations payable under this Agreement shall be paid in cash in single lump sum within fourteen (14) days following the date of Executive’s termination of employment (or at such earlier date required by law). The Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement. Except to the extent prohibited by applicable law or the terms of this Agreement, all other payments to which Executive shall be entitled to under this Section 4 shall be made within thirty (30) days following the date of Executive’s termination of employment, unless provided otherwise (such as payments pursuant to Section 4.7(a)) and shall be subject to the following: (a) Payments to Executive under this Section 4 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and a portion that does constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. However, anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s termination of employment, Executive is considered a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent required by Section 409A of the Code, no payments that constitute nonqualified deferred compensation shall be payable prior to the date that is the earlier of (i) six months and a day after Executive’s date of termination, or (ii) Executive’s death (“Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the date of termination occurs. (b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by Employer to Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed not to comply with Section 409A of the Code, Employer and Executive agree that this Agreement may be amended (and that any such amendment may be retroactive to the extent permitted under Section 409A), as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. For purposes of this Employment Agreement, references to termination of Executive’s employment shall mean a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) from Employer and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Employer under Treas. Reg. § 1.409A-1(h)(3).
Appears in 3 contracts
Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)
Timing of Payment; Section 409A. All Accrued Obligations payable under this Agreement shall be paid in cash in single lump sum within fourteen (14) days following the date of Executive’s termination of employment (or at such earlier date required by law). The Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement. Except to the extent prohibited by applicable law or the terms of this Agreement, all other payments to which Executive shall be entitled to under this Section 4 shall be made within thirty (30) days following the date of Executive’s termination of employmenttermination, unless provided otherwise (such as payments pursuant to Section 4.7(a)) and shall be subject to the following:
(a) Payments to Executive under this Section 4 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and a portion that does constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. However, anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s termination of employment, Executive is considered a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent required by Section 409A of the Code, no payments that constitute nonqualified deferred compensation shall be payable prior to the date that is the earlier of (i) six months and a day after Executive’s date of termination, or (ii) Executive’s death (“Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the date Date of termination Termination occurs.
(b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by Employer to Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed to not to comply with Section 409A of the Code, Employer and Executive agree that this Agreement may be amended (and that any such amendment may be retroactive to the extent permitted under Section 409A), as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. For purposes of this Employment Agreement, references to termination of Executive’s employment shall mean a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) from Employer and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Employer under Treas. Reg. § 1.409A-1(h)(3).
Appears in 3 contracts
Samples: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)
Timing of Payment; Section 409A. All Accrued Obligations payable under this Agreement shall be paid in cash in single lump sum within fourteen (14a) days following the date of Executive’s termination of employment (or at such earlier date required by law). The Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement. Except Subject to the extent prohibited by applicable law or the terms provisions of this AgreementSection 5, all other payments to which Executive shall be entitled to under this Section 4 shall be any deferrals made within thirty (30) days following the date of Executive’s termination of employment, unless provided otherwise (such as payments pursuant to Section 4.7(a6 and the provisions of this Section 7, shares of Common Stock will be issued in payment of the Award as soon as practicable after vesting (but no later than two-and-one-half months after the vesting date)) and shall be subject . You will have no right to the following:
(a) Payments to Executive receive shares under this Section 4 shall be bifurcated into two portionsAward unless and until the Restricted Stock Units vest. Notwithstanding the foregoing, consisting of if (x) you are a portion that does not constitute “nonqualified deferred compensationspecified employee” within the meaning of Section 409A at the time your employment terminates, and (y) the payment of your Restricted Stock Units on or following your employment termination would result in the imposition of additional tax under Section 409A, any Restricted Stock Units that would otherwise be payable on or following your employment termination date will instead be paid on the date that is six (6) months and one (1) day following your employment termination date (or such longer period as is required to avoid the imposition of additional tax under Section 409A), unless you die following your employment termination, in which case the Restricted Stock Units will be paid to your estate as soon as practicable following your death, subject to paragraph 5 and any deferrals made pursuant to Section 6.
(b) If the Administrator, in its discretion, accelerates the vesting of the Code balance, or some lesser portion of the balance, of the Restricted Stock Units subject to this Award, the payment of such accelerated Restricted Stock Units shall, subject to the provisions of Section 5, any deferrals made pursuant to Section 6 and Section 7(c), be made at the same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in Section 2 of this Agreement (whether or not you remain employed by the Company or its Subsidiaries through such date(s)).
(c) Subject to the provisions of Section 5 and any deferrals made pursuant to Section 6, any Restricted Stock Units subject to this Award that vest as a result of a Transaction that qualifies as a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion that does constitute “nonqualified deferred compensation” of the Company’s assets, each within the meaning of Section 409A (each, a “409A Change of Control”) will be paid as soon as practicable after vesting (but no later than two-and-one-half months after the Codevesting date). Payments hereunder shall first be Subject to the provisions of Section 5 and any requirements related to a deferral made from the portionpursuant to Section 6, if any, any Restricted Stock Units subject to this Award that vest as a result of a Transaction that does not consist qualify as a 409A Change of nonqualified deferred compensation until it is exhausted and then shall Control will be made from at the portion that does constitute nonqualified deferred compensation. However, anything same time or times as if such Restricted Stock Units had vested in accordance with the vesting schedule set forth in Section 2 of this Agreement to (whether or not you remain employed by the contrary notwithstandingCompany or its Subsidiaries through such date(s)).
(d) For purposes of this Agreement, if at the time of Executive’s termination of employment, Executive is considered a “specified employeeSection 409A” as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent required by means Section 409A of the CodeU.S. Internal Revenue Code of 1986, no payments that constitute nonqualified deferred compensation shall be payable prior to the date that is the earlier of (i) six months and a day after Executive’s date of termination, or (ii) Executive’s death (“Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whetheras amended, and the extent to whichany final Treasury Regulations and other Internal Revenue Service guidance thereunder, any of the payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the date of termination occurs.
(b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by Employer to Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed not to comply with Section 409A of the Code, Employer and Executive agree that this Agreement each may be amended (and that any such amendment may be retroactive from time to the extent permitted under Section 409A), as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. For purposes of this Employment Agreement, references to termination of Executive’s employment shall mean a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) from Employer and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Employer under Treas. Reg. § 1.409A-1(h)(3)time.
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Williams Sonoma Inc)
Timing of Payment; Section 409A. All Accrued Obligations payable under this Agreement shall be paid in cash in single lump sum within fourteen (14) days following the date of Executive’s termination of employment (or at such earlier date required by law). The Additional Benefits shall be paid in accordance with the terms of the applicable plan, program or arrangement. Except to the extent prohibited by applicable law or the terms of this Agreement, all other payments to which Executive shall be entitled to under this Section 4 shall be made within thirty (30) days following the date of Executive’s termination of employment, unless provided otherwise (such as payments pursuant to Section 4.7(a)) and shall be subject to the following:
(a) Payments to Executive under this Section 4 shall be bifurcated into two portions, consisting of a portion that does not constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code and a portion that does constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code. Payments hereunder shall first be made from the portion, if any, that does not consist of nonqualified deferred compensation until it is exhausted and then shall be made from the portion that does constitute nonqualified deferred compensation. However, anything in this Agreement to the contrary notwithstanding, if at the time of Executive’s termination of employment, Executive is considered a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code, then to the extent required by Section 409A of the Code, no payments that constitute nonqualified deferred compensation shall be payable prior to the date that is the earlier of (i) six months and a day after Executive’s date of termination, or (ii) Executive’s death (“Earliest Payment Date”). Any payments that are delayed pursuant to the preceding sentence shall be paid on the Earliest Payment Date. The determination of whether, and the extent to which, any of the payments to be made to Executive hereunder are nonqualified deferred compensation shall be made after the application of all applicable exclusions under Treas. Reg. § 1.409A-1(b)(9). Any payments that are intended to qualify for the exclusion for separation pay due to involuntary separation from service set forth in Treas. Reg. § 1.409A-1(b)(9)(iii) must be paid no later than the last day of the second taxable year of Executive following the taxable year of Executive in which the date of termination occurs.
(b) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. The parties acknowledge and agree that the interpretation of Section 409A of the Code and its application to the terms of this Agreement is uncertain and may be subject to change as additional guidance and interpretations become available. Anything to the contrary herein notwithstanding, all benefits or payments provided by Employer to Executive that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code are intended to comply with Section 409A of the Code. If, however, any such benefit or payment is deemed not to comply with Section 409A of the Code, Employer and Executive agree that this Agreement may be amended (and that any such amendment may be retroactive to the extent permitted under Section 409A), as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. For purposes of this Employment Agreement, references to termination of Executive’s employment shall mean a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)) from Employer and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with Employer under Treas. Reg. § 1.409A-1(h)(3).
Appears in 1 contract