Section 280 G definition

Section 280 G means Section 280G of the Code.
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Section 280 G has the meaning set forth in Section 5 (2) o).
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Examples of Section 280 G in a sentence

  • The Companies agree to indemnify the Executive in connection with any and all taxes which may become payable by the Executive under Section 280 (G) of the Internal Revenue Code of 1986, as amended.

  • Severance payments, any other payments, and amounts resulting from acceleration of unvested stock options related to a change of control shall be payable in full, except to the extent that if such payments and resultant additional parachute tax penalties result in a reduction of the net amount received by the Executive, payment above the limits of Section 280 G of the Internal Revenue Code of 1986 will not be made.

  • If the Senior Management Employee becomes subject to the excise tax imposed under Section 280 G of the Internal Revenue Code, as a result of their compensation from Admiralty Bancorp, Inc.

  • However, all payments made pursuant to this paragraph shall be in accordance with Section 280 G of the Internal Revenue Code.

  • Notwithstanding the provisions of Section 3(a) hereof, in no event shall any payment to be made under Section 3(a) exceed $1.00 less than three times the Executive's "base amount" within the meaning of Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code").

  • Payments under this Section Six shall not exceed 2.99 times "base amount" of salary as defined in Section 280 (G) of the Internal Revenue Code of 1986, as amended.

  • Severance payments, any other payments, and amounts resulting from acceleration of unvested stock options related to a change in control shall be payable in full, except that if such payments and resultant additional parachute tax penalties result in a reduction of the net amount received by the Executive, payment above the limits of Section 280 G of the Internal Revenue Code of 1986 will not be made.

  • If any Director becomes subject to the excise tax imposed under Section 280 G of the Internal Revenue Code as a result of his compensation from Admiralty Bancorp, Inc.

  • Notwithstanding the foregoing provisions herein, if the amount payable to you, pursuant to the terms hereof should constitute a parachute payment as defined in Section 280 G of the Internal Revenue Code of the United States (Code), the payment will be reduced to the largest amount that would result in no portion being subject to the excise tax imposed by, or the disallowance of a deduction under, applicable provisions of the Code.

  • Pillsbury Madison & Sutro shall also have delivered an opinion addressed to the Bank, CVB and Citizens, dated as of the Closing Date, stating that Section 280 G and 4999 of the Internal Revenue Code will not apply to any payments made to the directors, officers or employees of Citizens, including but not limited to any payments pursuant to severance compensation agreements or deferred compensation agreements.

Related to Section 280 G

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

  • Section 385 Expanded Group shall have the meaning set forth in Treasury Regulation Section 1.385-1(c)(4) for an “expanded group”.

  • Section 338 Forms has the meaning set forth in Section 6.5(d).

  • 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 means a section of the Act.

  • Section 162(m) of the Code means the exception for performance-based compensation under Section 162(m) of the Code and any applicable treasury regulations thereunder.

  • Section 4(2) shall have the meaning set forth in the recitals of this Agreement.

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

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • 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.

  • 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.

  • Section 409A means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

  • Section 510(b) Claims means any Claim or Interest against a Debtor subject to subordination under section 510(b) of the Bankruptcy Code, whether by operation of law or contract.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Treasury Regulation means the United States Treasury regulations promulgated under the Code.

  • Section 415 Compensation means:

  • Accounting Firm means a nationally recognized certified public 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 Code that is selected by the Company prior to a Change in Control for purposes of making the applicable determinations hereunder and is reasonably acceptable to Executive, which firm shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Section 382 means Section 382 of the Code, or any successor provision or replacement provision.

  • 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).

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."