Extract to table

Categories of Payments Contingent on Change of Control For each of the four disqualified individuals, we have identified the following categories of payments that are potentially contingent on the change of control and must be included in the Section 280G parachute payment analysis: Category 1 — Accelerated Vesting of Unvested Stock Options

However, because the severance payments require a subsequent triggering event (a qualifying termination), the parachute payment analysis must account for the probability that the second trigger will occur

The reasonable compensation allocation must be supported by an independent appraisal

To invoke the Section 280G(b)(5) safe harbor, VeloPay must satisfy two independent requirements: First, VeloPay must provide adequate disclosure of all material facts concerning the payments to each disqualified individual to all shareholders entitled to vote

The disclosure must be sufficient to enable the shareholders to make an informed decision

Critically, under the Treasury Regulations, the shares owned by the disqualified individual whose payments are being voted upon must be excluded from both the numerator and the denominator of the voting calculation