Alpa Administrative Manual Section 409a … https://picfs.com/1vhmqs

00 in total In addition to the benefits under the Plan, for a period of one year from myseparation, Delta will also continue to provide me with the same level of residential security services as provided immediately before my separation.. SSRN1660709 ^'Internal Revenue Bulletin: 2005-2 | Internal Revenue Service' ^'The Ticktock of the Section 409A Clock – SGR Law'.

Retrieved 2019-08-25 ^ ab'Internal Revenue Bulletin: 2007-19, Section 1 409A-1 b 5 iv B 2 iii'.. The term 'initial deferral elections' includes all decisions, whether made by the employee or employer, as to the time or form of payment under the plan.. Section 409A specifies that unless any deferred compensation falls into a specified set of 'qualified deferred compensation' categories, the IRS will automatically consider it unqualified deferred compensation.. Service providers include executives, general employees, some independent contractors and board members, as well as entities that provide services (an LLC, for example, could be a service provider).. ISSN0362-4331 Retrieved 2018-05-29 External links[edit]Retrieved from 'https://en.

The qualified deferred compensation categories are:Qualified employer plans (these are basically employer retirement plans)Certain foreign plansSection 457 plansCertain welfare benefitsStock optionsTiming restrictions[edit]Section 409A's timing restrictions fall into three main categories:[3]restrictions on the timing of distributionsrestrictions against the acceleration of benefitsrestrictions on the timing of deferral electionsDistributions under a nonqualified deferred compensation plan can only be payable upon one of six circumstances:[4]the employee's separation from servicethe employee's becoming disabledthe employee's deatha fixed time or schedule specified under the plana change in ownership or effective control of the corporation, or a change in the ownership of a substantial portion of the assets of the corporationthe occurrence of an unforeseeable emergencyIn addition, Section 409A provides that with respect to certain 'key employees' of publicly traded corporations, distributions upon separation from service must be delayed by an additional six months following separation (or death, if earlier).. In agreeing to participate in the Plan, I acknowledge I have carefully reviewed the provisions of the Plan, as well as this Separation Agreement and General Release (“Agreement”).. From its announcement and finalization, the IRS itself has recognized that many industry commentators have expressed concerns about the complexity and reasonableness of several aspects of the law.. This general release includes, but is not limited to, all claims, manner of actions, and causesof action which arise under the Railway Labor Act, Title VII of the Civil Rights Act of 1964, as amended; The Age Discrimination in Employment Act of 1967, as amended; The Americans with Disabilities Act; The Rehabilitation Act of 1973, as amended;The Family & Medical Leave Act; The Worker Adjustment and Retraining Notification Act; 42 U.

' Section 409A was enacted, in part, in response to the practice of Enron executives accelerating the payments under their deferred compensation plans in order to access the money before the company went bankrupt, and also in part in response to a history of perceived tax-timing abuse due to limited enforcement of the constructive receipt tax doctrine.

History[edit]Section 409A was added to the Internal Revenue Code, effective January 1, 2005, under Section 885 of the American Jobs Creation Act of 2004.. April 2009 Retrieved 21 March 2016 ^ ab'Internal Revenue Bulletin: 2007-19, Section 'Explanation.. I also agree to resign from any positions with any Delta subsidiary or affiliate as of December 31, 2007.. 5 No Admissions This Agreement is not to be construed in any way as an admission by any of the Released Parties that they have violated anyfederal, state, or local law, ordinance, regulation, or policy.. Redwood Valuation Partners Retrieved 2018-05-29 ^'26 CFR 1 409A-2 - Deferral elections'.. Under regulations issued by the IRS, Section 409A applies whenever there is a 'deferral of compensation,' which occurs whenever an employee has a legally binding right during a taxable year to compensation that is or may be payable in a later taxable year.. ' III D 4 c ii' 7 May 2007 Retrieved 2017-03-18 ^'Internal Revenue Bulletin: 2007-19, Section 1.. 409A-1 b 5 iv B 2' 7 May 2007 Retrieved 2017-03-18 ^'409A Valuation Safe Harbor Guide | Five23'.. ^'Valuation Shell Game: Silicon Valley's Dirty Secret' The New York Times 2017-03-08.. The fair market value of an option on common stock is defined as the fair market value of the common stock (the underlying security) on the date of issuance.. The effects of Section 409A are far-reaching, because of the exceptionally broad definition of 'deferral of compensation.. The code provided a way for companies to achieve a safe-harbor valuation A safe-harbor valuation is one where the IRS must accept the valuation as valid unless the IRS can demonstrate that the valuation is 'grossly unreasonable'.. I agree that the general release also includes, but is not limited to, all claims, manner of actions, and causes of action arising from any allocation of the ALPA Claim or the ALPA Notes (both as defined and described in LOA 7between ALPA and Delta).. Section 7 below notwithstanding, Delta shall also allow me to retain the laptop computer and“Blackberry” device I currently have, (together “the electronic hardware”) but I agree that upon my separation, I shall present the electronic hardware to Delta so that Delta may remove all Delta software, information andprograms there from.. 5 months of the year in which the deferred compensation is no longer subject to a substantial risk of forfeiture), certain stock option and stock appreciation rights and certain separation pay plans.. 4 General Waiver and Release In exchange for the benefits which Delta is providing under this Agreement and the Plan, I hereby agree as follows:a.. [1]Basic summary[edit]Section 409A generally provides that 'non-qualified deferred compensation' must comply with various rules regarding the timing of deferrals and distributions.. S C §§ 1981 through 1988; the Employee Retirement Income Security Act of 1974, as amended, any other federal, state or local statute orordinance respecting discriminatory hiring or employment practices or civil rights laws based on protected class status; common law claims of intentional or negligent infliction of emotional distress, defamation, negligent hiring, breach ofcontract, breach of the covenant of good faith and fair dealing, promissory estoppel, negligence, or wrongful termination of employment; and all other claims of any type or nature, including any claim in contract or tort, and including any claim forattorneys’ fees.. [10] However, if a company issues options to a service provider at a valuation below fair market value, section 409A will apply.. Except for the rights and obligations provided by or arising under the Plan, this Agreement, the Delta Pilots DefinedContribution Plan (or any other policy, plan or program pertaining to retirees of Delta), the Delta Family-Care Savings Plan, the Delta Air Lines, Inc.. 'Deferred Compensation and the Policy Limitations of the Nuclear Option' Falls Church, Virginia: Tax Analysts.. I specifically acknowledge that as provided in the Plan, payment of certain of my Severance Benefits may be subject todelayed payment pursuant to Section 409A of the Internal Revenue Code of 1986, as determined by Delta.. I understand and intend that this General Release shall discharge all claims against the Released Parties to the extent permitted by law, but shall not discharge claims arising out of any events which may occur after thedate of execution of this Agreement.. 3 Additional FlightPrivileges In addition to the non revenue space available travel privileges otherwise available to me as a retiree of Delta, but in lieu of the travel privileges provided under the Plan, for a period of ten years from my retirement date Deltawill allow me, my spouse, dependent children and other “PPR” members to be eligible for the same non revenue travel benefits as those provided to active executive officers (and their spouse, dependent children and other “PPR”members) as modified from time to time, except that : a) any so called “gross up” allowance will not exceed the amount provided under the program as of my retirement date and there shall be no carryover from year to year of the “grossup” allowance, or no year to year carryover of any other “allowance” type benefit which may be implemented during such ten year period; b) such travel must be on the Delta system, and shall not include reciprocal benefits that may beprovided on other airlines (except for certain Delta Connection flights); and c) any bookings for anyone other than my PPR members must occur by February 29, 2008.. www fidelity com Retrieved 2018-05-29 ^'409A Valuation Guide - Everything you need to know about IRS 409 A Valuations - Redwood Valuation Partners'.. [16] However, recent 409A valuation prices for startup companies have decreased to $1,500–5,000 range, depending on the stage of the company receiving the valuation.. [15][12] However, the final regulations clarified that: the standard to be applied is whether it would be reasonable to rely on the advice of the person performing the valuation in deciding whether to accept an offer to purchase or sell the stock being valued andhaving the requisite experience generally means having at least five years of relevant experience in business valuation or appraisal, financial accounting, investment banking, private equity, secured lending, or other comparable experienceGiven the small budgets of illiquid startups, many industry participants (including companies and their investors) became frustrated by the need to pay for potentially costly valuations by independent valuation firms.. ^'409A Valuations: The Data Driven Guide to a Quick and Painless Report' Retrieved 21 March 2016.. All parties acknowledge that had I not separated from Delta, my employment would have been terminated, and I hadknowledge of that fact.. 2007 Performance Compensation Plan, or any right I may have to indemnification by Delta, I herebyrelease, acquit, withdraw, retract and forever discharge any and all claims, or causes of action which I now have or may have hereafter, directly or indirectly, personally or in a representative capacity, against Delta, including its predecessorsand successors, and its subsidiaries and affiliates and all of each entity’s respective administrators, fiduciaries, parents, subsidiaries, plans, affiliates, officers, directors, shareholders, representatives, agents, employees, and allpersons acting through or in connection with Delta and the Air Lines Pilots Association, (“ALPA”) its officers, agents, employees, counsel and representatives (each a “Released Party”) by reason of any matter,conduct, claim, event, act, omission, cause or thing whatsoever, from the beginning of time to, and including, the date of execution of this Agreement.. Therefore, the valuation of common stock is critical [11]Anticipating this problem, those drafting the regulations created a set of valuation standards for companies.. I believeboth the Agreement and the Plan are in my best interest and I acknowledge entering into this Agreement voluntarily and without coercion.. The term 'plan' includes any agreement, method, program, or other arrangement, including an agreement, method, program, or other arrangement that applies to one person or individual.. 7 May 2007 Retrieved 2017-03-18 ^ ab'409A – The Valuation Process' Retrieved 21 March 2016.. (“Delta”) under the Delta Air Lines, Inc 2007 Officer and Director Severance Plan, (the“Plan”).. ' III D 2' 7 May 2007 Retrieved 2017-03-18 ^'The Impact of Section 409A on Option Grants'(PDF).. [17] For pre-IPO companies and very late-stage companies the prices can be significantly higher as the need for more frequent valuations increases.. As of 2014, approximately 8 5 million American workers held stock options [9] Since options often vest and become taxable more than 1 year after they are granted, it would seem that 409A would apply to this as a form of deferred compensation.. The sanctions for non-compliance can be severe [7] The specific penalties written into law[8] are:all compensation deferred for the taxable year and all preceding taxable years becomes includible in gross income for the taxable year to the extent the compensation is not subject to a 'substantial risk of forfeiture' and has not previously been included in gross incomeaccrued interest on the taxable amountan additional penalty of 20% of the deferred compensation which is required to be included in gross incomeImpact on privately-held companies[edit]One area of concern in early drafts of 409A was the impact on companies with stock that is not readily tradeable on an established securities market and these companies' employees.. Key employees are generally the top 50 employees with pay above $150,000 [5]The rules restricting the timing of elections as to the time or form of payment under a nonqualified deferred compensation plan fall into two categories:[6]initial deferral electionssubsequent deferral electionsAs a general rule, initial deferral elections must be made no later than the close of the employee's taxable year immediately preceding the service year.. I further acknowledge and agree that my retirement date with Delta shall be January 1, 2008.. I acknowledge that allmy flight privileges, both the non revenue space available retiree travel privileges and the Additional Flight Privileges granted under this Agreement are subject to Delta’s unilateral right to modify, amend, suspend or terminate any and alltravel privileges at any time (including, but not limited to, changes required by Section 409A of the Internal Revenue Code) as stated in its standard policies applicable to all non revenue travel; but Delta acknowledges that it will notexercise such rights with respect to me solely as an individual (as opposed, for example, to changes applicable to active executive officers as a group with respect to the Additional Flight Privileges, or retirees with respect to space available retiree travel privileges) unless it reasonably determines in good faith that Ihave materially violated any of my obligations under this Agreement, or any travel policy of Delta, or engaged in personal misconduct of the nature that would reasonably justify suspension or termination of my flight privileges.. Service recipients are generally employers, but those who hire independent contractors are also service recipients.. 6 ADEA Waiver I understand that there may be numerous, valuablerights under federal and state law, including rights under the Age Discrimination in Employment Act of 1967, as amended, 29 U.. Delta shall have no obligation to maintain the electronic hardware after my separation, nor to pay any monthly operating fees nor reimburse me for such fees.. In the event that I sue, or anyone acting on my behalf sues, any Released Party based on any claim released under this Agreement, I willhold each Released Party harmless from any claim asserted in such lawsuit and will accept no payment or other benefit as a result of such lawsuit or any settlement thereof.. There are various exceptions, excluding from the Section 409A rules compensation that would otherwise fall within this definition, including: qualified plans like the pension and 401(k) plans, and welfare benefits including vacation leave, sick leave, disability pay, or death benefit plan.. 14 SEPARATION AGREEMENT AND GENERAL RELEASE 1 Agreement I, Joseph C Kolshak, theundersigned and individual named on the signature page hereto, wish to accept the benefits being offered by Delta Air Lines, Inc.. Penalties[edit]Section 409A assigns compliance-failure penalties to the recipient of deferred compensation (the 'service provider') and not to the company offering the compensation (the 'service recipient').. [2]Qualified and non-qualified deferred compensation[edit]Section 409A makes a distinction between deferred compensation plans and deferral of compensation.. ^'Data Show Widespread Employee Ownership in U S ' Retrieved 21 March 2016 ^'Internal Revenue Bulletin: 2007-19, Section 'Explanation.. www sgrlaw com Retrieved 2018-05-29 ^'Timing Your Deferred Compensation Distributions - Fidelity Investments'.. ALPA Turns Up the Heat on Effort to Remove Dangerous Provision from FAA Bill ALPA announced today that its Executive Board unanimously supported a resolution authorizing “the President to use the full force and resources of the Association” to remove Section 744 from the final Federal Aviation Administration (FAA) reauthorization bill, now moving through the Senate, which calls for.. wikipedia org/w/index php?title=Internal_Revenue_Code_section_409A&oldid=912461103'EXHIBIT 10.. Once the initial deferral election is made, a change to the time or form of payment under the plan can only be made under the rules governing subsequent deferral elections.. This article is part of a series onTaxation in theUnited States of AmericaSection 409A of the Internal Revenue Code regulates nonqualified deferred compensation paid by a 'service recipient' to a 'service provider' by generally imposing a 20% excise tax when certain design or operational rules contained in the section are violated.. b Except as necessary to enforce the terms of this Agreement, I agree that neither I,nor anyone acting on my behalf, will sue any Released Party based on any claim released under this Agreement.. [8][failed verification] Particular criticisms have included:[18]409A adds complexity and cost to some business transactions that do not even create tax advantages409A's scope is too broad and captures non-tax-motivated transactionsIts technical complexity can be a trap to the unaware or unsophisticatedIts complexity may also limit the ability for people to engage in legitimate deferred compensation transactionsSee also[edit]References[edit]^Stumpff, Andrew (November 2007).. I acknowledge and agree that Delta will have no obligation to provideme with any benefits in connection with my employment relationship with Delta, or the termination of that relationship, except as described in the Plan and this Agreement (other than retirement, death or equity-based benefits in accordance with therespective terms of any retirement, death or equity-based benefits plan in which I participated during my employment with Delta).. 2012-08-02 ^ ab'American Jobs Creation Act of 2004' 22 October 2004 Retrieved 15 March 2016.. Provided however, during the six month period following my retirement date, anytaxable flight privileges for which I am eligible shall be limited in value to $15,500.. Other exceptions include those for 'short-term deferrals' (i e payments made within 2.. I acknowledge and agree that I may not exchange the Additional Flight Privileges for any other benefit or for a payment in cash or kind.. The final regulations did not provide specific examples of the qualifications necessary to perform a 409A valuation for an illiquid startup, highlighting that the requisite experience 'could be obtained in many ways'.. 2 Severance Benefits In exchange for my voluntarily executing and returning this Agreement to Delta, and in recognition of my termination ofemployment satisfying all eligibility criteria set forth in the Plan, Delta will provide me with the benefits as described in the Plan: (a) subject to the required withholding and payment of all applicable federal, state and local taxes;(b) except as provided in Section 3 below, with no tax reimbursement by Delta related to any travel privileges or any other benefits provided under the Plan; and (c) in lieu of any Career Transition Services provided under the Plan,Delta agrees to pay the actual reasonable attorney fees I incurred to negotiate and prepare this Agreement, but which payment shall not exceed $5000.. S C § 621, et seq , which I am waiving by executing this Agreement In connection with this, I hereby certifythat:.. LII / Legal Information Institute Retrieved 2018-05-29 ^'Why do I Need to Get an IRC Section 409A Valuation?'.. [12][13] The code provides three possible ways for companies to achieve a safe-harbor valuation of their common stock[14]:Securing an independent appraisalUsing a generally applicable repurchase formulaIn the case of an illiquid startup, securing a valuation by a qualified individual or individuals applied at a time that the corporation did not otherwise anticipate a change in control event or public offering of the stockThe code defines 'illiquid stock of a startup corporation' as stock of a corporation that meets the following criteria:[15]the corporation is less than 10 years oldthe corporation has no class of equity security that is publicly tradedthe stock granted is not subject to a put, call or similar derivativeneither the company nor the stock recipient could reasonably anticipate that the company would be acquired within 90 days or go public within 180 daysIndustry commentators pushed for specific guidelines regarding the definition of a 'qualified individual' who could perform the valuation for an illiquid startup.. [16] Some valuations could initially cost $50,000, a sum that most startups could never pay.. Criticisms of IRC 409A[edit]Industry commentators have had ongoing concerns with Section 409A.. However, 409A specifically does not apply to incentive stock options (ISOs) and non-qualified stock options (NSOs) granted at fair market value.

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UPDATED Alpa Administrative Manual Section 409a