"Section 409A's general prohibition on accelerations means a company should not satisfy its clawback obligation under the proposed rule by deducting the amount to be recovered from an executive's nonqualified plan account (or any other amount subject to Section 409A), as such a practice would expose the executive to Section 409A's tax penalties. There is also a potential problem if the documentation for an arrangement subject to Section 409A provides for recouping amounts owed by the employee, even if recoupment is to occur at the originally scheduled payment date."

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