Golden Parachute Payments definition

Golden Parachute Payments. Under Section 280G
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Golden Parachute Payments shall have the meaning set forth in Q&A 9 of the Interim Final Rule.
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Golden Parachute Payments means any payment as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "IRC") or any similar provisions.
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Examples of Golden Parachute Payments in a sentence

  • Notwithstanding anything herein to the contrary, Employer shall not be obligated to pay any portion of any amount otherwise payable to Employee hereunder if Employer is not reasonably able to deduct such portion (the "Excess Amount") solely by operation of Section 280G (or such other provision(s) as may from time to time be enacted governing the deductibility of so- called "Golden Parachute Payments") of the Internal Revenue Code of 1986, as amended (the "Code").

  • Employer shall be deemed able to reasonably deduct such Excess Amount; and all amounts accruing hereunder, including the Excess Amount, shall be paid Employee in the event Employee delivers to Employer an opinion of an attorney that is reasonably acceptable to Employer stating such Excess Amount is reasonably deductible by Employer by operation of Section 280G (or such other provisions as may from time to time be enacted governing the deductibility of so-called "Golden Parachute Payments") of the Code.

  • The final Golden Parachute Payments regulation addressed public comment on factors the Director would consider in acting on golden parachute payments.

  • Notwithstanding anything in this Paragraph 21 to the contrary, if payments made or deemed made pursuant to this Paragraph 21 would result in the Participant incurring an excise tax under Code Section 4999 (concerning Golden Parachute Payments), the payments made or deemed made hereunder shall be reduced to the extent necessary to avoid such excise tax but only if the reduction in such payments is less than the amount of excise tax avoided by means of the reduction.

  • On January 29, 2009 (74 FR5101), FHFA published the final regulation on Golden Parachute Payments.FHFA is proposing an amendment tothe final Golden Parachute Payments regulation that would address in more detail prohibited and permissible golden parachute payments.

  • In the SUPPLEMENTARY INFORMATION tothe final regulation on Golden Parachute Payments published on January 29, 2009 (the 2009 final rule), FHFA stated that in response to comments it would consider subsequent rulemaking to align provisions of the Golden Parachute Payments regulation with standards set forth in the Federal Deposit Insurance Corporation (FDIC) regulation on golden parachute payments (FDIC rule).

  • The parties intend that the Gross-Up Amount be in an amount such that after payment by the Employee of all taxes (including income taxes, excise taxes under Code Section 4999 interest and penalties), imposed upon the Gross-Up Amount, the Employee will retain a portion of the Gross-Up Amount equal to the Code Section 4999 excise tax imposed on the Golden Parachute Payments.

  • Golden Parachute Payments (1) Name Cash(2) Equity(3) Pension/ NQDC(4) Perquisites/ Benefits(5) Tax Reimbursement(6) Other Total Julie M.

  • FHFA invites comments on all aspects of the proposed amendment and will take all comments into consideration before issuing the final regulation.FHFA previously requested comments on a proposed amendment, addressing indemnification payments, to the Golden Parachute Payments regulation that was published on November 14, 2008 (73 FR 67424).

  • The payment by the Company of Golden Parachute Payments, if any, shall be subordinate to any and all payments to the holders of the Preferred Shares.

Related to Golden Parachute Payments

  • Golden parachute payment is used with same meaning as in Section 111(b)(2)(C) of EESA.

  • parachute payments shall have the meanings assigned to them in Code Section 280G and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Code Section 280G(d)(4); (iii) the term “Base Amount” means an amount equal to the Executive’s “annualized includible compensation for the base period” as defined in Code Section 280G(d)(1); (iv) for purposes of the determination by the Consulting Firm, the value of any non-cash benefits or any deferred payment or benefit shall be determined in accordance with the principles of Code Sections 280G(d)(3) and (4); and (v) the Executive shall be deemed to pay federal income tax and employment taxes at the Executive’s actual marginal rate of federal income and employment taxation, and state and local income taxes at the Executive’s actual marginal rate of taxation in the state or locality of the Executive’s domicile (determined in both cases in the calendar year in which the termination of employment or notice described in Section 5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The covenants set forth in Sections 6 and 7 of this Agreement have substantial value to the Company and a portion of any Total Payments made to the Executive are in consideration of such covenants. For purposes of calculating the “excess parachute payment” and the “parachute payments”, the Parties intend that an amount equal to not less than the Executive’s highest annual base salary during the 12-month period immediately prior to the Executive’s termination of employment shall be in consideration of the covenants in Sections 6 and 7 below. The Consulting Firm shall consider all relevant factors in appraising the fair value of such covenants and in determining the amount of the Total Payments that shall not be considered to be a “parachute payment” or “excess parachute payment”. The determination of the Consulting Firm shall be addressed to the Company and the Executive and such determination shall be binding upon the Company and the Executive.

  • Golden Parachute Provision. Any payments made to the EMPLOYEE pursuant to this AGREEMENT or otherwise are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder.

  • Excess Parachute Payments has the meaning set forth in section 280G of the Code.

  • Parachute Payment means a payment that is described in Code Section 280G(b)(2), determined in accordance with Code Section 280G and the regulations promulgated or proposed thereunder.

  • Excess Parachute Payment means a payment described in Section 280G(b)(1) of the Code.

  • Parachute Payment Ratio means a fraction the numerator of which is the value of the applicable “parachute payment” for purposes of Section 280G of the Code and the denominator of which is the actual present value of such payment.

  • Parachute Value of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a "parachute payment" under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

  • Total Payments means those payments so described in Section 6.2 hereof.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Section 409A of the Code means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

  • Section 280G means Section 280G of the Code and the Treasury regulations promulgated thereunder or any similar or successor provision.

  • the Code means the Pension Regulator’s Code of Practice No 14 governance and administration of public service pension schemes.

  • Section 409A Limit means the lesser of two (2) times: (i) Executive’s annualized compensation based upon the annual rate of pay paid to Executive during the Company’s taxable year preceding the Company’s taxable year of Executive’s termination of employment as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which Executive’s employment is terminated.

  • Change in Control Payments means any payments made or to be made by the Company to the Company Key Employees or any other Person pursuant to that certain Data Management & Research, Inc. Change in Control Plan dated as of August 1, 2000 or otherwise as a result of the consummation of the transactions contemplated by this Agreement, including any Taxes paid or payable by the Company as a result of such payments.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Deferred Compensation means the Compensation elected by the Participant to be deferred pursuant to the Plan.

  • Current Compensation means all regular wage, salary and commission payments paid by the Company to a Participant in accordance with the terms of his or her employment, but excluding annual bonus payments and all other forms of special compensation.

  • IRC means the Internal Revenue Code of 1986, as amended.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • Code Section 409A means Section 409A of the Code and all regulations issued thereunder and applicable guidance thereto.

  • High Deductible Health Plan means a Health Plan as defined by 26 USC § 223(c)(2)(A) that also is a Qualified Health Plan.

  • Excise Tax means any excise tax imposed under section 4999 of the Code.

  • Section 409A Deferred Compensation means compensation provided pursuant to an Award that constitutes nonqualified deferred compensation within the meaning of Section 409A.

  • Change in Control Benefits means the following benefits:

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.