Issue link: https://digital.shearman.com/i/1035494
Shearman & Sterling LLP Change in Control Arrangements | 95 GOLDEN PARACHUTE EXCISE TAX GROSS-UPS FULL GROSS-UPS MODIFIED GROSS-UP Under a modified gross-up, payment is only made if the change in control payments exceed a specified amount over the safe harbor. For instance, a company may provide that it will only pay a gross-up if the aggregate amount of the change in control payments exceeds the safe harbor amount, generally, by 10% or more. At some companies, if the change in control payments are below this percentage, they will be cut back to the safe harbor amount. Each of the Top 100 Companies that maintains a "modified" gross-up provides for a cut-back. This year, only one of the Top 100 Companies provides the modified gross-up under existing arrangements only, and the gross-up is eliminated for new arrangements. of the Top 100 Companies provide a full or modified gross-up to one or more of their NEOs 5 For the fourth year in a row, only a small number of companies provide some level of "golden parachute" excise tax gross-up protection. Who is subject to the full gross-up? All NEOs are subject to the modified gross-up at this one company companies companies company companies 9 4 a 58% decrease since last year 2017 2017 2018 2018 4 2 CEO Other NEO 3 1