Many executives of publicly held utility corporations have written severance agreements to protect them in the event of a change in control. However, these severance packages remain vulnerable to...
Who's Covered, Who Isn't
The term "parachute payment" includes "any payment in the nature of compensation to . . . a disqualified individual . . .
For purposes of this section, an individual is a disqualified individual . . . if . . . the individual is an employee or independent contractor of the corporation and is
a) A shareholder [More than $1 million or one percent of fair market value]
b) An officer, or
c) A highly compensated individual
. . . .
The term 'officer' implies continuity of service. ... An individual who merely has the title of officer but not the authority ... is not considered an officer. ... Similarly, an individual who does not have the title of officer but has the authority ... is an officer for purposes of this section.
[A] 'highly compensated individual' ... is ... a member of the group consisting of the lesser of (1) the highest paid one percent ... or (2) the highest paid 250 employees. ... However, no individual whose annualized compensation ... is less than $75,000 will be treated as a highly compensated individual.
Proposed Rules, Golden Parachute Payments,
Dept. of Treasury, Internal Revenue Service,
26 CFR Part 1, [PS-217-84], RIN: 1545-AH49,
54 Federal Register 19390, May 5, 1989.
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