Limitation on Parachute Payments Clause Example with 5 Variations from Business Contracts

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. (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 5 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 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 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. (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. 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. 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