Limitation on Payments Clause Example with 260 Variations from Business Contracts
This page contains Limitation on Payments clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Limitation on Payments. In the event that the 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 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's benefits under Section 3 will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such benefits being subject to excis...e 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 benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive and the Company. For purposes of making the calculations required by this Section 5, the Firm 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 Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5.View More
Variations of a "Limitation on Payments" Clause from Business Contracts
Limitation on Payments. 40.1 In the event that the severance post-termination payments and other benefits provided for in this the Agreement or otherwise payable to Executive you (i) constitute "parachute payments" within the 25 meaning of Section 280G of the Code, Internal Revenue Code of 1986 (the "Code") and (ii) but for this Section 5, clause, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's your post-termination payments benefits under Section 3 will be either: (a) delivered... in full, or (b) delivered as to such lesser extent which would result in no portion of such post-termination payments or other post-termination benefits being subject to the 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, 4999 of the Code, results in the receipt by Executive you on an after-tax basis, of the greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of such post-termination payments or benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting "parachute payments" is necessary so that no portion of such post-termination payments or benefits are delivered is subject to a lesser extent, the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i) reduction of the post-termination payments under clause 28.5; (ii) reduction of other cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; payments, if any; (iii) cancellation of accelerated vesting of Equity Awards; equity awards; and (iv) reduction of continued employee benefits. In the event that acceleration of vesting of Equity Award equity 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 Awards. your equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will the Executive shall you have any discretion with respect to the ordering of payment reductions. 40.2 Unless the Company and Executive you otherwise agree in writing, any determination required under this Section 5 clause will be made in writing by the Company's an independent public accountants firm immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive you and the Company. For purposes of making the calculations required by this Section 5, clause, the Firm 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 you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. determination. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 5. clause. View More
Limitation on Payments. 40.1 In the event that the severance post-termination payments and other benefits provided for in this the Agreement or otherwise payable to Executive you (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986 (the "Code") and (ii) but for this Section 5, clause, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's your post-termination payments benefits under Section 3 will be either: (a) delivered in... full, or (b) delivered as to such lesser extent which would result in no portion of such post-termination payments or other post-termination benefits being subject to the 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, 4999 of the Code, results in the receipt by Executive you on an after-tax basis, of the greatest amount of post-termination payments or benefits, notwithstanding that all or some portion of such post-termination payments or benefits may be taxable under Section 4999 of the Code. If a reduction in the severance and other benefits constituting "parachute payments" is necessary so that no portion of such post-termination payments or benefits are delivered is subject to a lesser extent, the excise tax under Section 4999 of the Code, the reduction will shall occur in the following order: (i) reduction of the post-termination payments under clause 28.5; (ii) reduction of other cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; payments, if any; (iii) cancellation of accelerated vesting of Equity Awards; equity awards; and (iv) reduction of continued employee benefits. In the event that acceleration of vesting of Equity Award equity 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 Awards. your equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will the Executive shall you have any discretion with respect to the ordering of payment reductions. 40.2 Unless the Company and Executive you otherwise agree in writing, any determination required under this Section 5 clause will be made in writing by the Company's an independent public accountants firm immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive you and the Company. For purposes of making the calculations required by this Section 5, clause, the Firm 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 you will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. determination. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 5. clause. View More
Limitation on Payments. A. Payments Limitation. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive the Purchaser (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, Code (the "Excise Tax"), then Executive's the Purchaser's benefits under Section 3 will this Agreement shall be either: (a) 2 (1) delivered in full, or ...(b) (2) delivered as to such lesser extent which would result in no portion of such 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 the Purchaser on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a Any reduction in severance and other payments and/or benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction required by this Section 5 will occur in the following order: (1) reduction of cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; cancellation of accelerated vesting of Equity Awards; and (2) reduction of employee benefits. vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Purchaser. In the event that acceleration of vesting of Equity Award compensation equity awards 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. for Purchaser's equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will the Executive have Purchaser exercise any discretion with respect to the ordering of payment reductions. any reductions of payments or benefits under this Section 5. B. Determination. Unless the Company and Executive the Purchaser otherwise agree in writing, any determination required under this Section 5 will shall be made in writing by the Company's independent public accountants immediately prior to or a Change of Control or such other person or entity to which national "Big Four" accounting firm selected by the parties mutually agree Company (the "Firm"), "Accountants''), whose determination will shall be conclusive and binding upon Executive the Purchaser and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, the Firm 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 the Purchaser shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section. Section 5. The Company will shall bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. View More
Limitation on Payments. A. Payments Limitation. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive the Purchaser (i) constitute "parachute payments" within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, Code (the "Excise Tax"), then Executive's the Purchaser's benefits under Section 3 will this Agreement shall be either: (a) either (1) delivered in full, or ...(b) (2) delivered as to such lesser extent which would result in no portion of such 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 the Purchaser on an after-tax basis, of the greatest 2 amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a Any reduction in severance and other payments and/or benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction required by this Section 5 will occur in the following order: (1) reduction of cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; cancellation of accelerated vesting of Equity Awards; and (2) reduction of employee benefits. vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Purchaser. In the event that acceleration of vesting of Equity Award compensation equity awards 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. for Purchaser's equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. In no event will the Executive have Purchaser exercise any discretion with respect to the ordering of payment reductions. any reductions of payments or benefits under this Section 5. B. Determination. Unless the Company and Executive the Purchaser otherwise agree in writing, any determination required under this Section 5 will shall be made in writing by the Company's independent public accountants immediately prior to or a Change of Control or such other person or entity to which national "Big Four" accounting firm selected by the parties mutually agree Company (the "Firm"), "Accountants"), whose determination will shall be conclusive and binding upon Executive the Purchaser and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, the Firm 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 the Purchaser shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section. Section 5. The Company will shall bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. View More
Limitation on Payments. In the event (a) Reduction of Severance Benefits. If any payment or benefit that the severance and Executive would receive from any Company Group member or any other benefits provided for party whether in connection with the provisions in this Agreement or otherwise payable to Executive (the "Payment") would (i) constitute a "parachute payments" payment" within the meaning of Section 280G 2800 of the Code, Code and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed... by Section 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 the Payment will be either: (a) delivered in full, equal to the Best Results Amount. The "Best Results Amount" will be either (x) the full amount of the Payment or (b) delivered as to such (y) a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the Code, Excise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999, Excise Tax, results in the receipt by Executive Executive's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. greater amount. If a reduction in severance and other payments or benefits constituting "parachute payments" parachute payments is necessary so that benefits are delivered to a lesser extent, the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments; payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (B) cancellation of Equity Awards equity awards that were granted "contingent on a change in ownership or control" within the meaning of Section 2800 of the Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment reductions. of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, -5- indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. Unless the Company and the Executive otherwise agree in writing, any determination the Company will select a professional services firm (the "Firm") to make all determinations required under this Section 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to 6, which the parties mutually agree (the "Firm"), whose determination determinations will be conclusive and binding upon the Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G 2800 and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may reasonably request in order to make a determination determinations under this Section. Section 6. The Company will bear the costs and make all costs payments for the Firm may incur Firm's services in connection with any calculations contemplated by this Section 5. 6. The Company will have no liability to the Executive for the determinations of the Firm. View More
Limitation on Payments. In the event (a) Reduction of Severance Benefits. If any payment or benefit that the severance and Executive would receive from any VIZIO Group member or any other benefits provided for party whether in connection with the provisions in this Agreement or otherwise payable to Executive (the "Payment") would (i) constitute a "parachute payments" payment" within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed by Section ...4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 the Payment will be either: (a) delivered in full, equal to the Best Results Amount. The "Best Results Amount" will be either (x) the full amount of the Payment or (b) delivered as to such (y) a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the Code, Excise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes taxes, and the excise tax imposed by Section 4999, Excise Tax, results in the receipt by Executive Executive's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. greater amount. If a reduction in severance and other payments or benefits constituting "parachute payments" parachute payments is necessary so that benefits are delivered to a lesser extent, the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments; payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (B) cancellation of Equity Awards equity awards that were granted "contingent on a change in ownership or control" within the meaning of Section 280G of the Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment reductions. of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the VIZIO Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. Unless the Company and the Executive otherwise agree in writing, any determination the Company will select a professional services firm (the "Firm") to make all determinations required under this Section 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to 6, which the parties mutually agree (the "Firm"), whose determination determinations will be conclusive and binding upon the Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, 6, the Firm 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 the Executive will furnish to the Firm such information and documents as the Firm reasonably may reasonably request in order to make a determination determinations under this Section. Section 6. The Company will bear the costs and make all costs payments for the Firm may incur Firm's services in connection with any calculations contemplated by this Section 5. 6. The Company will have no liability to the Executive for the determinations of the Firm. View More
Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute "parachute payments" within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Code (the "Excise Tax"), then, Executive shall have the sole authority to elect (by delivering of printed notice to the Company within twenty (20) days of any termination) whether Ex...ecutive's benefits under Section 3 will this Agreement shall be either: (a) (i) delivered in full, or (b) (ii) delivered as to such lesser extent which would result in no portion of such benefits 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 benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. In no event will the Executive have any discretion with respect to the ordering of payment reductions. Excise Tax. (b) Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 will shall be made in writing by the Company's a mutually agreed independent public accountants immediately prior to a Change of Control accounting firm or such other person or entity to which the parties mutually agree independent third party (the "Firm"), "Accountants"), whose determination will shall be conclusive and binding upon the Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, Section, the Firm 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 shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in order to make a determination under this Section. The Company will shall bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. Section. (c) Non-Duplication of Benefits. Executive is not eligible to receive benefits under this Agreement more than one time. View More
Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement Plan or otherwise ("280G Payments") payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("Section 280G"), and (ii) but for this Section 5, 7, would be subject to the excise tax imposed by Section 4999 of the Code, Code ("Section 4999"), then Executive's benefits under Section 3 the 280G Payments will be either: (a) delivered (a)delivered in ful...l, or (b) delivered (b)delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, 4999, 5 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 the Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999. of the Code. If a reduction in severance and and/or other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: reduction of cash payments; (i) cancellation of Equity Awards awards granted "contingent on a change in ownership or control" within (within the meaning of Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. In the event that acceleration of vesting of Equity Award compensation is to be reduced, such acceleration of vesting 280G), which will be cancelled occur in the reverse order of the date of grant for such awards (i.e., the most recently granted awards will be reduced first); (ii) reduction of Executive's Equity Awards. cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced, (iii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such awards (i.e., the vesting of the most recently granted equity awards will be reduced first), (iv) reduction of other benefits paid or provided to the Participant, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to the Participant on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to the Participant under this Plan or otherwise to the Company's stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by the Participant and in the order prescribed by this Section 7 . In no event will the Executive a Participant have any discretion with respect to the ordering of payment reductions. Unless the Participant and the Company and Executive otherwise agree in writing, any determination required under this Section 5 7 will be made in writing by the Company's a nationally recognized firm of independent public accountants immediately prior to a Change of Control or valuation firm selected by the Company or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive the Participant and the Company. For purposes of making the calculations required by this Section 5, 7 the Firm 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 Participant and the Code. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section. Section 7. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 5. 7. View More
Limitation on Payments. In the event (a) Reduction of Severance Benefits. If any payment or benefit that the severance and Executive would receive from any Company Group member or any other benefits provided for party whether in connection with the provisions in this Agreement or otherwise payable to Executive (the "Payment") would (i) constitute a "parachute payments" payment" within the meaning of Section 280G 2800 of the Code, Code and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed... by Section 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 the Payment will be either: (a) delivered in full, equal to the Best Results Amount. The "Best Results Amount" will be either (x) the full amount of the Payment or (b) delivered as to such (y) a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the Code, Excise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999, Excise Tax, results in the receipt by Executive Executive's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. greater amount. If a reduction in severance and other payments or benefits constituting "parachute payments" parachute payments is necessary so that benefits are delivered to a lesser extent, the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments; payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first cash payment to be reduced); (B) cancellation of Equity Awards equity awards that were granted "contingent on a change in ownership or control" within the meaning of Section 2800 of the Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment reductions. of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. Unless the Company and the Executive otherwise agree in writing, any determination the Company will select a professional services firm (the "Firm") to make all determinations required under this Section 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to 6, which the parties mutually agree (the "Firm"), whose determination determinations will be conclusive and binding upon the Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G 2800 and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may reasonably request in order to make a determination determinations under this Section. Section 6. The Company will bear the costs and make all costs payments for the Firm may incur Firm's services in connection with any calculations contemplated by this Section 5. 6. The Company will have no liability to the Executive for the determinations of the Firm. View More
Limitation on Payments. In the event (a) Reduction of Severance Benefits. If any payment or benefit that the severance and Executive would receive from any Company Group member or any other benefits provided for party whether in connection with the provisions in this Agreement or otherwise payable to Executive (the "Payment") would (i) constitute a "parachute payments" payment" within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed by S...ection 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 the Payment will be either: (a) delivered in full, equal to the Best Results Amount. The "Best Results Amount" will be either (x) the full amount of the Payment or (b) delivered as to such (y) a lesser extent which amount that would result in no portion of such benefits the Payment being subject to excise tax under Section 4999 of the Code, Excise Tax, whichever of the foregoing those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the excise tax imposed by Section 4999, Excise Tax, results in the receipt by Executive Executive's receipt, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. greater amount. If a reduction in severance and other payments or benefits constituting "parachute payments" parachute payments is necessary so that benefits are delivered to a lesser extent, the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments; payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (B) cancellation of Equity Awards equity awards that were granted "contingent on a change in ownership or control" within the meaning of Section 280G of the Code Section 280G; cancellation of accelerated vesting of Equity Awards; and reduction of employee benefits. 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. the awards (that is, the most recently granted equity awards will be cancelled first); (C) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment reductions. of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. Unless the Company and the Executive otherwise agree in writing, any determination the Company will select a professional services firm (the "Firm") to make all determinations required under this Section 5 will be made in writing by the Company's independent public accountants immediately prior to a Change of Control or such other person or entity to 10, which the parties mutually agree (the "Firm"), whose determination determinations will be conclusive and binding upon the Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, 10, the Firm 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 the Executive will furnish to the Firm such information and documents as the Firm reasonably may reasonably request in order to make a determination determinations under this Section. Section 10. The Company will bear the costs and make all costs payments for the Firm may incur Firm's services in connection with any calculations contemplated by this Section 5. 10. The Company will have no liability to the Executive for the determinations of the Firm. View More
