(B) Exception for remuneration payable on commission basis The term employee remuneration” shall not “applicable include any remuneration payable on a commission basis solely on account of income generated directly by the individual performance of the individual to whom such remuneration is payable. (C) Other performance-based compensation. The term employee remuneration” shall not “applicable include any remuneration payable solely on account of the attainment of one or more performance goals, but only if— the performance goals are determined by a (i) compensation committee of the board of directors of the taxpayer which is comprised solely of 2 or more outside directors, (ii) the material terms under which the remuneration is to be paid, including the performance goals, are disclosed to shareholders and approved by a majority of the vote in a separate shareholder vote before the payment of such remuneration, and before any payment of such remuneration, the (iii) compensation committee referred to in clause (i) certifies that the performance goals and any other material terms were in fact satisfied. § 280G.Golden parachute payments (a) General rule No deduction shall be allowed under this chapter for any excess parachute payment. For purposes of this (b) Excess parachute payment. section— (1) In general. The term parachute payment” “excess means an amount equal to the excess of any parachute payment over the portion of the base amount allocated to such payment. (2) Parachute payment defined (A) In general. The term payment” means “parachute any payment in the nature of compensation to (or for the benefit of) a disqualified individual if— such payment is contingent on a change— (i) (I) in the ownership or effective control of the corporation, or
(B) Exception for remuneration payable on commission basis The term “applicable employee remuneration” shall not include any remuneration payable on a commission basis solely on account of income generated directly by the individual performance of the individual to whom such remuneration is payable. (C) Other performance-based compensation. The term “applicable employee remuneration” shall not include any remuneration payable solely on account of the attainment of one or more performance goals, but only if— (i) the performance goals are determined by a compensation committee of the board of directors of the taxpayer which is comprised solely of 2 or more outside directors, (ii) the material terms under which the remuneration is to be paid, including the performance goals, are disclosed to shareholders and approved by a majority of the vote in a separate shareholder vote before the payment of such remuneration, and (iii) before any payment of such remuneration, the compensation committee referred to in clause (i) certifies that the performance goals and any other material terms were in fact satisfied. § 280G.Golden parachute payments (a) General rule No deduction shall be allowed under this chapter for any excess parachute payment. (b) Excess parachute payment. For purposes of this section— (1) In general. The term “excess parachute payment” means an amount equal to the excess of any parachute payment over the portion of the base amount allocated to such payment. (2) Parachute payment defined (A) In general. The term “parachute payment” means any payment in the nature of compensation to (or for the benefit of) a disqualified individual if— (i) such payment is contingent on a change— (I) in the ownership or effective control of the corporation, or
IND-16-Chap-12-3-Code-Section-132-June-15-2016-One-Column.docx