Section 409A Change in Control definition

Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

Section 409A Change in Control means a Change in Control that satisfies the requirements of a change in control for purposes of Code Section 409A(a)(2)(A)(v) and the Treasury regulations and guidance issued thereunder.

Section 409A Change in Control means a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. §1.409A-3(i)(5).

Examples of Section 409A Change in Control in a sentence

• Alternatively, the Company may instead provide that the Participant will receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control.

• Upon the Section 409A Change in Control the settlement of the Vested Non-Exempt Award will automatically be accelerated and the shares will be immediately issued in respect of the Vested Non-Exempt Award.

• The Employee shall receive the payment on (A) the Separation Payment Date, if the Change in Control is a Section 409A Change in Control and the Separation Date is not more than two years after the Change in Control, or (B) the Payment Date, if the Change in Control is not a Section 409A Change in Control or the Separation Date is more than two years after the Change in Control.

• Alternatively, the Company may provide that the Participant will instead receive a cash settlement equal to the Fair Market Value of the shares that would otherwise be issued to the Participant upon the Section 409A Change in Control pursuant to the preceding provision.

• Upon the Section 409A Change in Control the vesting and settlement of any Non-Exempt Director Award will automatically be accelerated and the shares will be immediately issued to the Participant in respect of the Non-Exempt Director Award.

More Definitions of Section 409A Change in Control

Section 409A Change in Control means a Change in Control that also constitutes a “change in ownership or effective control” of the Company or a “change in ownership of a substantial portion of the assets of” the Company, in each case within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary contained herein, no Shares may be transferred to any person other than the Grantee unless such other person demonstrates to the reasonable satisfaction of the Company such person’s right to the transfer.

Section 409A Change in Control means a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Section 409A of the Code, as such definition applies to the Company.

Section 409A Change in Control means a Change in Control that satisfies the requirements for a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, under Section 409A of the Code as determined pursuant to Treasury Regulations or other applicable guidance issued under Section 409A.

Section 409A Change in Control means any event that qualifies as a "Change in Control" (as defined in Item (H), above), and that also constitutes a "change in ownership," "change in effective control," or "change in the ownership of a substantial portion of the Corporation’s assets" with respect to you, as defined in regulations or other guidance under Section 409A of the Internal Revenue Code.

Section 409A Change in Control means any event described in Section 2 of this Agreement if such event also is a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company.

Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in

Section 409A Change in Control has the meaning assigned in Section 1.409A-3(i)(5) of the Final Regulations under Code Section 409A, generally described (as currently in effect) in Exhibit A. Section 7(c) of the Agreement is hereby further amended so that, in the event of a covered Termination of Employment in connection with a Change in Control other than a Section 409A Change in Control (as defined above), the amount otherwise payable under Section 7(c)(i) will be paid in equal monthly installments as described in Section 7(b)(i) of the Agreement. In such event, immediately prior to the occurrence or consummation of any transaction that could constitute or result in a Change in Control other than a Section 409A Change in Control, the Company shall establish at its cost and expense an irrevocable grantor trust described in Revenue Procedure 92-64, 1992-2 C.B. 422 (sometimes known as a “rabbi trust”) with an institution and pursuant to an agreement as shall be mutually acceptable to the Company and the Executive, which trust agreement shall provide for the payment of any amounts, at the times and under the circumstances that amounts may thereafter be payable as provided in this paragraph, and simultaneously with the occurrence or consummation of the transaction constituting the Change in Control (other than a Section 409A Change in Control) the Company shall transfer to the institution serving as trustee of such trust an amount equal to the amounts payable to the Executive pursuant to Section 7(c)(i).