Code Section 280G Cap Sample Clauses

The Code Section 280G Cap clause limits the amount of certain payments made to executives in connection with a change in control of a company to avoid triggering excise taxes under Section 280G of the Internal Revenue Code. In practice, this clause typically applies to severance, bonuses, or other compensation that could be considered "parachute payments" if they exceed a specified threshold, often requiring reductions in payouts to keep them below the tax-triggering level. Its core function is to protect both the company and the executive from adverse tax consequences and additional costs that could arise from excessive change-in-control payments.
Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction.
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to Executive in connection with a Change in Control and, if paid, could subject Executive to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in Executive not being subject to the Excise Tax. Executive shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to Executive, and such determination shall be binding on both Executive and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and Executive a copy of the detailed calculation of any Benefit Reduction. ​ ​ TXRH Executive Employment Agreement – ▇▇▇▇▇▇ ​ ​ ​ ​ ​ ​ ​ ​ Dated: 11/10/2023 ​ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ ​ Signature ​ ​ ​ ​ ​ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ Printed Name ​ ​ ​ ​ ​ COMPANY: ​ ​ ​ ​ ​ ​ Dated: 11/10/2023 ​ By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ​ ​ ​ ​ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Secretary ​ ​ ​ ​ ​ TXRH Executive Employment Agreement – ▇▇▇▇▇▇ Signature Page ​ Base Salary: $500,000 ​ Incentive Bonus target: $400,000 (which amount shall be prorated based on your 2023 fiscal year service). The target is currently based on 50% earnings per share growth and 50% pre-tax profits. Depending on the level of achievement of the goals, the bonus may be reduced to a minimum of $0 or increased to a maximum of two times the base target amount under the current incentive compensation policy of the Compensation Committee of the Board. ​
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Code Section 280G Cap. Notwithstanding any other provision of this Contract, if (a) part or all of any compensation and benefits to be paid to Employee by or on behalf of UBI or any affiliate, whether under this Contract or otherwise, constitute a "parachute payment" (or payments) under Section 280G or any other similar provision of the Code, and (b) if the aggregate present value of such parachute payments (the "Parachute Amount") exceeds 2.99 times Employee's "base amount" as defined in Section 280G of the Code, then the amounts otherwise payable to or for the benefit of Employee under this Contract and taken into account in calculating the Parachute Amount shall be adjusted to the extent necessary to equate the Parachute Amount with 2.99 times Employee's "base amount." The adjustments permitted under this paragraph may include the elimination of payments and the reduction of the amount of any payments.
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Code Section 280G Cap. If the separation pay described in Section 6(a) plus the value of any other compensation or benefits payable pursuant to any other plan or program of the Company that are deemed to be paid or transferred in connection with the Change in Control (the “CIC Benefits”) are payable to CAFSO in connection with a Change in Control and, if paid, could subject CAFSO to an excise tax under Code Section 4999 and any similar tax imposed by state or local law as well as any interest and penalties with respect to such tax(es) (the “Excise Tax”), then notwithstanding the provisions of Section 6, the Company shall reduce the CIC Benefits (the “Benefit Reduction”) to $1.00 below the amount necessary to result in CAFSO not being subject to the Excise Tax. CAFSO shall bear all expense of, and be solely responsible for, any Excise Tax should no Benefit Reduction be made. The determination of whether any such Benefit Reduction shall be imposed shall be made by a nationally recognized public accounting firm selected by the Company and reasonably acceptable to CAFSO, and such determination shall be binding on both CAFSO and the Company. Such accounting firm shall be engaged by and paid by the Company and shall promptly give the Company and CAFSO a copy of the detailed calculation of any Benefit Reduction. Dated: 11/30/2025 /s/ K▇▇▇▇ ▇▇▇▇▇▇▇ Signature K▇▇▇▇ ▇▇▇▇▇▇▇ Printed Name a Kentucky corporation Dated: 12/1/2025 By: /s/ G▇▇▇▇▇ ▇. ▇▇▇▇▇▇ G▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President Base Salary: $420,000 Incentive Bonus target: $300,000
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Related to Code Section 280G Cap

  • Section 280G Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.