Section 280G Clause Example with 5 Variations from Business Contracts
This page contains Section 280G clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be reduced to the maximum amount that will... cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate's right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Section 409A of the Code): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's stock awards unless the Associate elects in writing a different order for cancellation. 18 22. Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder.View More
Variations of a "Section 280G" Clause from Business Contracts
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the max...imum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). 21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the Associate's Executive's right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A of the Code): 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's Executive's stock awards unless the Associate Executive elects in writing a different order for cancellation. 18 16 22. Assignability. The Associate may not assign his interest in or delegate his duties Indemnification. In addition to any rights to indemnification to which the Executive is entitled under this Agreement. The rights the Company's charter and obligations of by-laws, to the extent permitted by applicable law, the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of will indemnify, from the assets of the Company; Company supplemented by insurance in an amount determined by the Company, the Executive at all times, during and after the Agreement Term, and, to the maximum extent permitted by applicable law, shall pay the Executive's expenses (including reasonable attorneys' fees and expenses, which shall be paid in advance by the latter event, such assignment shall not relieve Company as incurred, subject to recoupment in accordance with applicable law) in connection with any threatened or actual action, suit or proceeding to which the Executive may be made a party, brought by any shareholder of the Company directly or derivatively or by any third party by reason of any act or omission or alleged act or omission in relation to any affairs of the Company or any Affiliate of the Company of the Executive as an officer, director or employee of the Company or any Affiliate of the Company. The Company shall use best efforts to purchase and maintain, at its obligations hereunder. own expense, during the Agreement Term and thereafter insurance coverage sufficient in the reasonable determination of the Board to satisfy any indemnification obligation of the Company arising under this Section 22. View More
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the max...imum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and 12 after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). 21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the Associate's Executive's right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A of the Code): 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's Executive's stock awards unless the Associate Executive elects in writing a different order for cancellation. 18 22. Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder.View More
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the max...imum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). 21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the Associate's Executive's right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is 13 payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A of the Code): 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's Executive's stock awards unless the Associate Executive elects in writing a different order for cancellation. 18 22. Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder.View More
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this 12 Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the ...maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). 21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the Associate's Executive's right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A of the Code): 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's Executive's stock awards unless the Associate Executive elects in writing a different order for cancellation. 18 22. Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder.View More
Section 280G. (a) In the event that the total amount of payments to be received by the Associate, Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 21(a), be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the amount of payments to be received by the Associate Executive pursuant to this Agreement or otherwise shall be reduced to the max...imum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. 12 (b) The accounting firm engaged by the Company for general audit purposes (the "Audit Firm") shall perform any calculations necessary in connection with this Section 21; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the "Accounting Firm"). 21. The Company shall bear all expenses with respect to the determinations by such Accounting Firm accounting firm required to be made hereunder. The Accounting Firm accounting firm engaged to make the determinations under this Section 21 shall provide its calculations, together with detailed supporting documentation, to the Associate Executive and the Company within fifteen (15) 15 calendar days after the date on which the Associate's Executive's right to a payment contingent on a Change change in Control control is triggered (if requested at that time by Associate Executive or the Company) or such other time as requested by the Associate Executive or the Company. If the Accounting Firm accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate Executive and the Company with an opinion reasonably acceptable to Associate Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be final, binding, and conclusive upon Associate Executive and the Company. If a reduction in payments or benefits constituting "parachute payments" (as defined in Section 280G(b)(2) of the Code) is required by Section 21(a), the reduction shall occur in the following order unless the Associate Executive elects in writing a different order (provided, however, that such election shall be subject to the Company's approval if made on or after the date on which the event that triggers the payment occurs and to the extent that such election does not violate Code Section 409A of the Code): 409A): reduction of cash payments (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant date of the Associate's Executive's stock awards unless the Associate Executive elects in writing a different order for cancellation. 18 22. Assignability. The Associate may not assign his interest in or delegate his duties under this Agreement. The rights and obligations of the Company hereunder may be assigned only by operation of law in connection with a merger in which the Company is not the surviving corporation or in connection with the sale of substantially all of the assets of the Company; and in the latter event, such assignment shall not relieve the Company of its obligations hereunder.View More
