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.
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.
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.
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