Section 280G Clause Example with 9 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. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if the payments and benefits provided for in this Agreement or any other payments and benefits which Executive has the right to receive from the Company and its affiliates (collectively, the "Payments"), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (a) reduced (but not below zero) so that the present value of the Payments will be ...one dollar ($1.00) less than three times Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Committee in good faith. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (or their affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess to the Company.View More
Variations of a "Section 280G" Clause from Business Contracts
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if Employee is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the payments and benefits provided for in this Agreement or Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company and or any of its affiliates (collectively, the "Payments"), affiliates, would con...stitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Payments Company and its affiliates will be one dollar ($1.00) less than three times Executive's Employee's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive. Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject reducing, first, payments or benefits to Section 409A of the Code be paid in cash hereunder in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Committee in good faith. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (or their affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess Code selected by the Company prior to the change in control (the "Accounting Firm"). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. Nothing in this Section 20 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's excise tax liabilities under Section 4999 of the Code, if any. 18 21. Withholding. The Company shall be entitled to withhold from any amounts to be paid or benefits provided to the Employee hereunder any federal, state, local, or foreign withholding or other taxes or charges which it is from time to time required to withhold. The Company shall be entitled to rely on an opinion of counsel or tax preparer if any question as to the amount or requirement of any such withholding shall arise. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if Employee is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the payments and benefits provided for in this Agreement or Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company and or any of its affiliates (collectively, the "Payments"), affiliates, would con...stitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Payments Company and its affiliates will be one dollar ($1.00) less than three times Executive's Employee's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive. Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject reducing, first, payments or benefits to Section 409A of the Code be paid in cash hereunder in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Committee in good faith. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (or their affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess Code selected by the Company prior to the change in control (the "Accounting Firm"). All reasonable fees and expenses of the Accounting Firm shall be borne solely by 18 the Company. Nothing in this Paragraph 20 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee's excise tax liabilities under Section 4999 of the Code, if any. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if this Section 6 shall apply in the event of (i) a "change in the ownership or effective control" of the Company or (ii) a "change in the ownership of a substantial portion of the assets" of the Company, each within the meaning of Section 280G of the Code (collectively, an "Excise Tax Event"). If an Excise Tax Event is consummated, and as a result any payments and benefits provided for in this Agreement ...or Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and or any of its affiliates (collectively, the "Payments"), affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Payments Company and its affiliates will be one dollar ($1.00) less than three times Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), or (b) paid in full, whichever produces the better net after-tax position to Executive. Executive (taking into account any applicable Excise Tax and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made in the following order: (1) by reducing first the amounts of any Payments payments or benefits that are exempt from would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by the Committee Company in good faith. If a reduced Payment payment or benefit is made or provided and, and through error or otherwise, otherwise that Payment, payment or benefit, when aggregated with other payments and benefits from Employers the Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess to the Company. Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive's Excise Tax liabilities. 6 7. Cooperation. The parties agree that certain matters in which Executive will be involved during the Employment Term may necessitate Executive's cooperation in the future. Accordingly, following the termination of Executive's employment for any reason, to the extent reasonably requested by the Board, Executive shall cooperate with the Company in connection with matters arising out of Executive's service to the Company; provided, that, the Company shall make reasonable efforts to minimize disruption of Executive's other activities. The Company shall reimburse Executive for reasonable expenses incurred in connection with such cooperation and, to the extent that Executive is required to spend substantial time on such matters, the Company shall compensate Executive at an hourly rate based on Executive's Base Salary on the Termination Date, unless such time is as a witness in a legal proceeding, in which case the Company will only pay costs and expenses as permitted by law. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the payments and benefits provided for in this Agreement or Agreement, together with any other payments and benefits which Executive the Employee has the right to receive from the Company and its affiliates (collectively, the "Payments"), Company, Parent or any ...of their affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of 2 such total amounts and benefits received by the Payments Employee from the Company, Parent and their affiliates will be one dollar ($1.00) less than three times Executive's the Employee's "base amount" (as defined in Section 280G(b)(3) of the Code) and so such that no portion of the Payments such amounts and benefits received by Executive the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive. the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject reducing, first, payments or benefits to Section 409A of the Code be paid in cash hereunder in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time) and, then, reducing any benefit to be provided in-kind hereunder or otherwise in a similar order. The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting or consulting firm retained by the Committee in good faith. Company at the Company's expense. If a reduced Payment payment or benefit is made or provided and, and through error or otherwise, otherwise that Payment, payment or benefit, when aggregated with other payments and benefits from Employers (or the Company, Parent or their affiliates) affiliates used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's the Employee's base amount, then Executive the Employee shall immediately repay such excess to the Company. Company, Parent or their affiliate, as applicable, upon notification that an overpayment has been made. Nothing in this Section 22 shall require the Company or Parent to be responsible for, or have any liability or obligation with respect to, the Employees' excise tax liabilities under Section 4999 of the Code. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive expressly agrees that if this Section 6 shall apply in the event of (i) a "change in the ownership or effective control" of the Company or (ii) a "change in the ownership of a substantial portion of the assets" of the Company, each within the meaning of Section 280G of the Code (collectively, an "Excise Tax Event"). If an Excise Tax Event is consummated, and as a result any payments and benefits provided for in this Agreement ...or Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and or any of its affiliates (collectively, the "Payments"), affiliates, would 5 constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Payments Company and its affiliates will be one dollar ($1.00) less than three times Executive's "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), or (b) paid in full, whichever produces the better net after-tax position to Executive. Executive (taking into account any applicable Excise Tax and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made in the following order: (1) by reducing first the amounts of any Payments payments or benefits that are exempt from would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by the Committee Company in good faith. If a reduced Payment payment or benefit is made or provided and, and through error or otherwise, otherwise that Payment, payment or benefit, when aggregated with other payments and benefits from Employers the Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess to the Company. Company upon notification that an overpayment has been made. Nothing in this Section 6 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive's Excise Tax liabilities. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive You expressly agrees agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which Executive has You have the right to receive from the Company and its affiliates (collectively, the "Payments"), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (a) (i) reduced (but not below zero) so that the present value o...f the Payments will be one dollar ($1.00) less than three times Executive's Your "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by Executive You shall be subject to the excise tax imposed by Section 4999 of the Code or (b) (ii) paid in full, whichever produces the better net after-tax position result to Executive. You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith. faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's Your base amount, then Executive You shall immediately repay such excess to the Company. 6 8. Withholding. All payments made pursuant to this Agreement will be subject to applicable withholdings, including such federal, state, and local income and payroll taxes as the Company determines are required to be withheld pursuant to applicable law. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive You expressly agrees agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which Executive has You have the right to receive from the Company and its affiliates (collectively, the "Payments"), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (a) (i) reduced (but not below zero) so that the present value o...f the Payments will be one dollar ($1.00) less than three times Executive's Your "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by Executive You shall be subject to the excise tax imposed by Section 4999 of the Code or (b) (ii) paid in full, whichever produces the better net after-tax position result to Executive. You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith. faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that 6 Payment, when aggregated with other payments and benefits from Employers Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's Your base amount, then Executive You shall immediately repay such excess to the Company. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, Executive You expressly agrees agree that if the payments and benefits provided for in this Agreement or any other payments and benefits which Executive has You have the right to receive from the Company and its affiliates (collectively, the "Payments"), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the Payments shall be either (a) (i) reduced (but not below zero) so that the present value o...f the Payments will be one dollar ($1.00) less than three times Executive's Your "base amount" (as defined in Section 280G(b)(3) of the Code) and so that no portion of the Payments received by Executive You shall be subject to the excise tax imposed by Section 4999 of the Code or (b) (ii) paid in full, whichever produces the better net after-tax position result to Executive. You. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the Payments is necessary shall be made by the Compensation Committee or its designee in good faith. faith, which determination will be conclusive and binding upon You and the Company for all purposes. In making such determination, the Compensation Committee or its designee may engage the services of accountants or other professional advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's Your base amount, then Executive You shall immediately repay such excess to the Company. View More
Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive expressly agrees that if is a "disqualified individual" (as defined in section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), and the payments and benefits provided for in this Agreement or Agreement, together with any other payments and benefits which Executive has the right to receive from the Company and or any of its affiliates (collectively, the "Payments"), affiliates, would constitute a "para...chute payment" (as defined in Section section 280G(b)(2) of the Code), then the Payments payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Payments Company and its affiliates will be one dollar ($1.00) less than three times Executive's "base amount" (as defined in Section section 280G(b)(3) of the Code) and so that no portion of the Payments such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive. Executive (taking into account any applicable excise tax under section 4999 of the Code and any other applicable taxes). The reduction of Payments, payments and benefits hereunder, if any, applicable, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject reducing, first, payments or benefits to Section 409A of the Code be paid in cash hereunder in the reverse order in which such Payments payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the Payments amount of the payments and benefits provided hereunder is necessary shall be made by the Committee Company in good faith. If a reduced Payment payment or benefit is made or provided and, and through error or otherwise, otherwise that Payment, payment or benefit, when aggregated with other payments and benefits from Employers the Company (or their its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall immediately repay such excess to the Company. Company upon notification that an overpayment has been made. Nothing in this Section 16 shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive's excise tax liabilities under section 4999 of the Code. View More
