Section 280G

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

Section 280G. Means Section 280G of the Code and the regulations and administrative guidance promulgated thereunder.

Section 280G. If Executive is a "disqualified individual," as defined in Section 280G(c) of the Code, then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding entered into between Executive and the Company or any affiliate, except an agreement, contract, or understanding that expressly addresses Section 280G or Section 4999 of the Code (an "Other Agreement"), and notwithstanding any formal or informal agreement, plan or other arrangement for the direct... or indirect provision of compensation to Executive (including groups or classes of beneficiaries of which Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Executive (a "Benefit Arrangement"), any right of Executive to any vesting, payment or benefit under this Agreement will be reduced or eliminated: (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Executive under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to Executive under this Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment"); and (ii) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by Executive from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Executive without causing any such payment or benefit to be considered a Parachute Payment. The Company will accomplish any reduction by first reducing or eliminating to the limited extent necessary any cash payments (with the payments to be made at the latest date in the future being reduced first), then by reducing or eliminating to the limited extent necessary any accelerated vesting of performance-based equity awards, then by reducing or eliminating to the limited extent necessary any accelerated vesting of options to purchase Company common stock or stock appreciation rights, then by reducing or eliminating to the limited extent necessary any accelerated vesting of shares of restricted Company common stock, restricted stock units or deferred stock units, then by reducing or eliminating to the limited extent necessary any other remaining Parachute Payments. View More