Limitation on Parachute Payments Contract Clauses (34)
Grouped Into 3 Collections of Similar Clauses From Business Contracts
This page contains Limitation on Parachute Payments clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Limitation on Parachute Payments. 8.1 Limitation. Notwithstanding anything stated in this Agreement, or any other plan, arrangement or agreement to the contrary (including without limitation the Company's 2017 Stock Incentive Plan), if any of the Covered Payments constitute Parachute Payments and would, but for this Section 8 be subject to the Excise Tax, then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to th...e Excise Tax, whichever of the foregoing (i) or (ii) results in Executive's receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). 8.2 Possible Reduction. If necessary, the Covered Payments shall be reduced in a manner that maximizes Executive's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but are payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. 8.3 Accountants. Any determination required under this Section 8 shall be made in writing in good faith by the Accountants, which shall provide detailed supporting calculations to the Company and Executive as required by the Company or Executive. The Company and Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall be responsible for all fees and expenses of the Accountants. 8.4 Overpayment or Underpayment. It is possible that after the determinations and selections made pursuant to this Section 8 Executive will receive Covered Payments that are in the aggregate more than the amount provided under this Section 8 ("Overpayment") or less than the amount provided under this Section 8.4 ("Underpayment"). (a) In the event that: (A) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Company. (b) In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive.View More
Limitation on Parachute Payments. 8.1 8.1. Limitation. Notwithstanding anything stated in this Agreement, or any other plan, arrangement or agreement to the contrary (including without limitation the Company's 2017 Stock Incentive Plan), if any of the Covered Payments constitute Parachute Payments and would, but for this Section 8 be subject to the Excise Tax, then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject ...to the Excise Tax, whichever of the foregoing (i) or (ii) results in Executive's receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). 8.2 8.2. Possible Reduction. If necessary, the Covered Payments shall be reduced in a manner that maximizes Executive's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but are payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. 8.3 8.3. Accountants. Any determination required under this Section 8 shall be made in writing in good faith by the Accountants, which shall provide detailed supporting calculations to the Company and Executive as required by the Company or Executive. The Company and Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. The Company shall be responsible for all fees and expenses of the Accountants. 8.4 8.4. Overpayment or Underpayment. It is possible that after the determinations and selections made pursuant to this Section 8 Executive will receive Covered Payments that are in the aggregate more than the amount provided under this Section 8 ("Overpayment") or less than the amount provided under this Section 8.4 ("Underpayment"). (a) 8.4.1. In the event that: (A) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Company. (b) 8.4.2. In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive. 7 9. Successors. 9.1. The Executive. This Agreement is personal to Executive and, without the prior express written consent of the Company, shall not be assignable by Executive, except that Executive's rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or pursuant to a domestic relations order. This Agreement shall inure to the benefit of and be enforceable by Executive's heirs, beneficiaries and/or legal representatives. 9.2. The Company. This Agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. View More
Limitation on Parachute Payments. 8.1 Limitation. (a) Notwithstanding anything stated in any other provision of this Agreement, Agreement or any other plan, arrangement arrangement, or agreement to the contrary (including without limitation the Company's 2017 Stock Incentive Plan), contrary, if any of the Covered Payments payments or benefits provided or to be provided by the Company to the Executive or for the Executive's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute Parachute Paym...ents parachute payments ("Parachute Payments") within the meaning of Section 280G of the Code and would, but for this Section 8 6 be subject to the Excise Tax, excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the Covered Payments shall be payable either (i) in full or (ii) reduced after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive's receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). 8.2 Possible Reduction. If necessary, Tax), notwithstanding that all or some portion of such benefits may be taxable under the Covered Payments shall be reduced Excise Tax. 5 (b) Unless the Company and Executive otherwise agree in a manner that maximizes Executive's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but are payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. 8.3 Accountants. Any writing, any determination required under this Section 8 6 shall be made in writing in good faith by a nationally recognized accounting firm (the "Accountants"). In the Accountants, which event of a reduction in Covered Payments hereunder, the reduction of the total payments shall provide detailed supporting apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations to the Company and Executive as required by this Section 6, the Company or Executive. Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall provide furnish to the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. 6. The Company shall be responsible bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6. (c) If notwithstanding any reduction described in this Section 6, the Internal Revenue Service ("IRS") determines that Executive is liable for all fees and expenses the Excise Tax as a result of the Accountants. 8.4 Overpayment receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or Underpayment. It in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the "Repayment Amount." The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive's net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executive's net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is possible not eliminated pursuant to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6, if (i) there is a reduction in the payment of Covered Payments as described in this Section 6, (ii) the IRS later determines that after Executive is liable for the determinations Excise Tax, the payment of which would result in the maximization of Executive's net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and selections made (iii) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 8 6 contemporaneously or as soon as administratively possible after Executive will receive pays the Excise Tax so that Executive's net after-tax proceeds with respect to the payment of Covered Payments that are in the aggregate more than the amount provided under this Section 8 ("Overpayment") or less than the amount provided under this Section 8.4 ("Underpayment"). (a) In the event that: (A) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Company. (b) In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive. maximized. View More
Limitation on Parachute Payments. 8.1 Limitation. (a) Notwithstanding anything stated any provision to the contrary set forth in this Agreement, or any other plan, arrangement or agreement to the contrary (including without limitation the Company's 2017 Stock Incentive Plan), contrary, if any of the Covered Payments payments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive's benefit pursuant to the terms of this Agreement or otherwise ("Covered Payments") constitute Parachute ...Payments parachute payments ("Parachute Payments") within the meaning of Section 280G of the Code and would, but for this Section 8 3, be subject to the Excise Tax, excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the "Excise Tax"), then the Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in Executive's receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). 8.2 Possible Reduction. If necessary, the (b) The Covered Payments shall be reduced in a manner that maximizes Executive's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but are payable at different times, such 3 amounts shall be reduced on a pro rata basis but not below zero. 8.3 Accountants. (c) Any determination required under this Section 8 3(c) shall be made in writing in good faith by an accounting firm selected by the Accountants, Company, which is reasonably acceptable to Executive and whose consent shall not be unreasonably withheld (the "Accountants"), which shall provide detailed supporting calculations to the Company and the Executive as required by the Company or Executive. The Company and Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 8. 3(c). The Company shall be responsible for all fees and expenses of the Accountants. 8.4 Overpayment or Underpayment. (d) It is possible that after the determinations and selections made pursuant to this Section 8 3 Executive will receive Covered Payments that are in the aggregate more than the amount provided under this Section 8 3 ("Overpayment") or less than the amount provided under this Section 8.4 3 ("Underpayment"). (a) (i) In the event that: (A) the Accountants determine, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accountants believe has a high probability of success, that an Overpayment has been made or (B) it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Company. (b) (ii) In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive. View More
Limitation on Parachute Payments. In the event that the payment and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Code and (ii) but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's payments and benefits will be either: a. delivered in full, or b. delivered as to such lesser extent which would result in no portion of such severance benefits being subject to ex...cise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments and benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) cancellation of awards granted "contingent on a change in ownership or control" (within the meaning of Code Section 280G); (ii) cancellation of accelerated vesting of equity awards; (iii) reduction of cash payments; and (iv) reduction of employee benefits. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not deferred payments and then with respect to amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive's equity awards. Any determination required under this Section 10 will be made in writing by the Company's independent public accountants engaged by the Company for general audit purposes immediately prior to the Change of Control (the "Accountants"), whose good faith determination will be conclusive and binding upon Executive and the Company for all purposes. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, or if such firm otherwise cannot perform the calculations, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. For purposes of making the calculations required by this Section 10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10.View More
Limitation on Parachute Payments. (a) In the event that the payment and payments or other benefits provided for in this Agreement or otherwise payable to Executive Employee (i) constitute "parachute payments" within the meaning of Section 280G 280G(b)(2) of the Code Code, and (ii) but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Code, Code (the "Excise Tax"), then Executive's payments and Employee's benefits will under this Agreement shall be either: a. either (a) delivered in full, or b.... (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, Excise Tax, results in the receipt by Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments and or benefits constituting "parachute payments" is necessary so that benefits are delivered pursuant to a lesser extent, the foregoing provision, reduction will shall occur in the following order: (i) cancellation reduction of awards granted "contingent on a change in ownership or control" (within the meaning of Code Section 280G); (ii) cash payments; cancellation of accelerated vesting of equity stock awards; (iii) reduction of cash payments; and (iv) reduction of employee benefits. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not deferred payments and then with respect to amounts that are. In the event that If acceleration of vesting of equity stock award compensation is to be reduced, such acceleration of vesting will shall be cancelled in the reverse order of the date of grant of Executive's equity Employee's stock awards. Any (b) Unless the Company and Employee otherwise agree in writing, any determination required under this Section 10 will 12 shall be made in writing by the Company's independent public accountants engaged by the Company for general audit purposes immediately prior to the Change of Control (the "Accountants"), whose good faith determination will shall be conclusive and binding upon Executive Employee and the Company for all purposes. If the independent registered public accounting firm so engaged purposes and may be relied upon by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, or if such firm otherwise cannot perform the calculations, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. Company. For purposes of making the calculations required by this Section 10, 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and Executive will furnish Employee shall provide to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. 12. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10. 12. View More
Limitation on Parachute Payments. In the event that the payment payments and other benefits provided for in this Agreement or otherwise payable to the Executive (i) (such payments and benefits, the "280G Payments") (a) constitute "parachute payments" within the meaning of Section 280G of the Code and (ii) (b) but for this Section 10, 22, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's payments and benefits then, subject to the immediately following sentence, the 280G Payments under this A...greement will be either: a. delivered in full, or b. delivered as reduced to the extent such lesser extent which reduction would result in no portion of such severance benefits the 280G Payments being subject to excise tax under Section 4999 of the Code, whichever Code. Notwithstanding the foregoing, the reduction contemplated by this Section 22 shall be made only if the Accountants (as defined below) determine that such reduction would result in the Executive retaining a greater amount of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive 280G Payments on an a net after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a basis than if no reduction were made. Any reduction in severance and other payments and benefits constituting "parachute payments" is necessary so that benefits are delivered 280G Payments pursuant to a lesser extent, reduction this Section 22 will occur in the following order: (i) cancellation cash payments that may not be valued under Treas. Reg. ยง 1.280G-1, Q&A-24(c) ("24(c)"), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), (iv) equity-based payments that may be valued under 24(c) and (v) other types of awards granted "contingent on a change in ownership or control" (within the meaning of Code Section 280G); (ii) cancellation of accelerated vesting of equity awards; (iii) reduction of cash payments; and (iv) reduction of employee benefits. Within any such category of payments and benefits 280G Payments (that is, (i), (ii), (iii) (iii), (iv) or (iv)), (v)), a reduction shall occur first with respect to amounts that are not deferred payments and then with respect to amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's equity awards. To the extent requested by the Executive, the Bank Group shall cooperate with the Executive in good faith in valuing, and the Accountants shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive's agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Bank Group (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term "parachute payment" within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. 17 Any determination required under this Section 10 22 will be made in writing by the Company's Parent's independent public accountants engaged by the Company Parent for general audit purposes immediately prior to the Change of Control (the "Accountants"), whose good faith determination will be conclusive and binding upon the Executive and the Company Bank Group for all purposes. If the independent registered public accounting firm so engaged by the Company Parent is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, or if such firm otherwise cannot perform the calculations, the Company Parent shall appoint a nationally recognized independent registered public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code to make the determinations required hereunder. hereunder and to act as the Accountants. For purposes of making the calculations required by this Section 10, 22, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Bank Group and the Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. Section. The Company Parent will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10. Section. View More
Limitation on Parachute Payments. In the event that the payment severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Code and (ii) but for this Section 10, 4, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's payments and benefits will be either: a. (a) delivered in full, or b. (b) delivered as to such lesser extent which would result in no portion of such severance benefit...s being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other payments and benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted "contingent on a change in ownership or control" (within the meaning of Code Section 280G); (ii) 280G), (iii) cancellation of accelerated vesting of equity awards; (iii) reduction of cash payments; awards, and (iv) reduction of employee benefits. Within any such category of payments and benefits (that is, (i), (ii), (iii) or (iv)), a reduction shall occur first with respect to amounts that are not deferred payments Deferred Payments and then with respect to amounts that are. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive's equity awards. Any determination required under this Section 10 4 will be made in writing by the Company's independent public accountants engaged by the Company for general audit purposes immediately prior to the Change of in Control (the "Accountants"), whose good faith determination will be conclusive and binding upon Executive and the Company for all purposes. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of in Control, or if such firm otherwise cannot perform the calculations, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. For purposes of making the calculations required by this Section 10, 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 10. Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 10. 4. 4 5. Other Rights and Benefits. Nothing in the Agreement shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company and for which Executive may otherwise qualify, nor shall anything in this Agreement limit or otherwise affect such rights as Executive may have under other agreements with the Company. Except as otherwise expressly provided herein, amounts that are vested benefits or that Executive is otherwise entitled to receive under any plan, policy, practice or program of the Company at or subsequent to the date of a Change in Control shall be payable in accordance with such plan, policy, practice or program. View More
Limitation on Parachute Payments. 6.1 Limitation. 6.2 Reduction. 6.3 Accountants. 6.4 Overpayment or Underpayment. 6.4.2 In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive.
Limitation on Parachute Payments. 6.1 7.1 Limitation. 6.2 7.2 Reduction. 6.3 7.3 Accountants. 6.4 7.4 Overpayment or Underpayment. 6.4.2 7.4.2 In the event that: (A) the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred or (B) a court of competent jurisdiction determines that an Underpayment has occurred, any such Underpayment will be paid promptly by the Company to or for the benefit of Executive.
