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. 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, Code and (ii) but for this Section 5, 6, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's severance benefits under Section 3 this Agreement will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of suc...h severance 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 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 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; cancellation payments, which shall occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence 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 event triggering such excise tax will be the first cash payment to be reduced; (ii) 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 equity awards, which shall occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of Executive's Equity Awards. the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to the Executive, which shall 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 Executive on the same date of grant, all such awards shall have their acceleration of vesting reduced pro rata. In no event will shall 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 6 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 such other person or entity to which selected by the parties mutually agree Company (the "Firm"), "Accountants"), whose determination will be conclusive and binding upon Executive and the Company. Company for all purposes. For purposes of making the calculations required by this Section 5, 6, 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 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 bear all costs the Firm Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. 6. 7 7. Proprietary and Confidential Information. 7.1 Proprietary Information and Inventions Assignment Agreement. Executive reaffirms and agrees to observe and abide by the terms of the Employee Proprietary Information and Inventions Assignment Agreement, specifically including the provisions therein regarding nondisclosure of the Company's trade secrets and confidential and proprietary information, and nonsolicitation of Company employees. Executive further reaffirms that he will not disclose, nor use in the performance of his responsibilities at the Company, any trade secret or other confidential information of any former employer, unless he first obtains written authorization for its disclosure and use. 7.2 Preservation and Return of Property. Executive will exercise reasonable care, consistent with good business judgment to preserve in good working order, subject to reasonable wear and tear from authorized usage, and to prevent loss of, any equipment, instruments or accessories of the Company in his custody for the purpose of conducting the business of the Company. Upon request, Executive will promptly surrender the same to the Company at the conclusion of his employment, or if not surrendered, Executive will account to the Company to its reasonable satisfaction as to the present location of all such instruments or accessories and the business purpose for their placement at such location. At the conclusion of Executive's employment with the Company, he agrees to return such instruments or accessories to the Company or to account for same to the Company's reasonable satisfaction. 7.3 No Inconsistent Agreements. Executive affirms that he has no agreement with any other party that would preclude his compliance with any obligations under this Agreement. 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, and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed by Sectio...n 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 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 the awards (that is, the most recently granted Equity Awards. 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 7, 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, 76, 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 7. 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. 7. 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, and (ii) but for this Section 5, would sentence, be subject to the excise tax imposed by Sectio...n 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 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 the awards (that is, the most recently granted Equity Awards. 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. 5 (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. 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, including the Excise Tax, 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 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 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 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 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. 5.1 General. In the event that the severance payments and other benefits (the "Payments") paid or provided for in to Executive under this Agreement or otherwise payable to Executive (i) (a) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("Section 280G"), and (ii) (b) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, Code ("Section 4999"), then Executive's benefits under Section 3 will the Payments shall be either...: (a) either (x) delivered in full, or (b) (y) delivered as to such lesser extent which would result in no portion of such benefits the Payments being subject to excise tax under Section 4999 of the Code, 4999, 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, basis of the greatest amount of benefits, the Payments, notwithstanding that all or some portion of such benefits the Payments may be taxable under Section 4999. The provisions of this Section 5 shall apply if, at 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 time of cash payments; cancellation of Equity Awards granted "contingent on a any change in ownership or control" control of VICI REIT (within the meaning of Section 280G), VICI REIT is an entity whose stock is readily tradable on an established securities market (or otherwise), 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. 280G. 5.2 Accountants' Determinations. Unless VICI REIT, 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 VICI REIT's independent public accountants (the "Accountants") immediately prior to a Change the transaction described in Section 280G(b)(2)(A)(i) of Control or such other person or entity to which the parties mutually agree (the "Firm"), Code, whose determination will shall be conclusive and binding upon Executive Executive, VICI REIT and the Company. Company for - 11 - 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 Section 4999. of VICI REIT, 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. 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. If a reduction in the Payments constituting "parachute payments" as defined in Section 280G is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (a) reduction of the cash payments and (b) cancellation of accelerated vesting of equity awards. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive's equity awards' grant dates. View More
Limitation on Payments. 5.1 General. In the event that the severance payments and other benefits (the "Payments") paid or provided for in to Executive under this Agreement or otherwise payable to Executive (i) (a) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("Section 280G"), and (ii) (b) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, Code ("Section 4999"), then Executive's benefits under Section 3 will the Payments shall be either...: (a) either (x) delivered in full, or (b) (y) delivered as to such lesser extent which would result in no portion of such benefits the Payments being subject to excise tax under Section 4999 of the Code, 4999, 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, basis of the greatest amount of benefits, the Payments, notwithstanding that all or some portion of such benefits the Payments may be taxable under Section 4999. The provisions of this Section 5 shall apply if, at 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 time of cash payments; cancellation of Equity Awards granted "contingent on a any change in ownership or control" control of VICI REIT (within the meaning of Section 280G), VICI REIT is an entity whose stock is readily tradable on an established securities market (or otherwise), 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. 280G. - 11 - 5.2 Accountants' Determinations. Unless VICI REIT, 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 VICI REIT's independent public accountants (the "Accountants") immediately prior to a Change the transaction described in Section 280G(b)(2)(A)(i) of Control or such other person or entity to which the parties mutually agree (the "Firm"), Code, whose determination will shall be conclusive and binding upon Executive Executive, VICI REIT 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 Section 4999. of VICI REIT, 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. 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. If a reduction in the Payments constituting "parachute payments" as defined in Section 280G is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (a) reduction of the cash payments and (b) cancellation of accelerated vesting of equity awards. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive's equity awards' grant dates. View More
Limitation on Payments. In 7.1. Reduction of Severance Benefits. If any payment or benefit that Executive would receive from the event that Company or any other party whether in connection with the severance and other benefits provided for provisions in this Agreement or otherwise payable to Executive (i) (the "Payments") would (a) constitute a "parachute payments" payment" within the meaning of Section 280G of the Code, Code and (ii) (b) but for this Section 5, would sentence, be subject to the excise tax imposed by 5... Section 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 the Payments will be either: (a) either delivered in full, or (b) delivered as to such lesser extent which that would result in no portion of such benefits the Payments 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 Executive's receipt, on an after-tax basis, of the greatest amount of benefits, Payments, notwithstanding that all or some portion of such benefits the Payments may be taxable under Section 4999 of subject to the Code. Excise Tax. If a reduction in severance and other benefits constituting "parachute payments" Payments is necessary so that benefits are delivered to a lesser extent, made in accordance with the immediately preceding sentence, the reduction will occur occur, with respect to the Payments considered parachute payments within the meaning of Code Section 280G, in the following order: (i) 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); (ii) 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 equity awards (that is, the most recently granted equity awards will be cancelled first); (iii) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the equity awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (iv) 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). If two or more equity awards are granted on the same date, each award will be reduced on a prorated basis. In no event will the Executive have any discretion with respect to the ordering of Payment reductions. 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 neither the Company nor any parent, subsidiary or other affiliate of the Company have any responsibility, liability or obligation to reimburse, indemnify or hold harmless Executive for any of those payments of personal tax liability. 7.2. Determination of Excise Tax Liability. Unless the Company and Executive otherwise agree in writing, any determination determinations required under this Section 5 7 will be made in writing by a nationally recognized accounting or valuation firm (the "Firm") selected 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"), Company, whose determination determinations will be conclusive and binding upon Executive and the Company. Company for all purposes. 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 Code. The Company and 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 7. The Company will bear the costs and make all costs payments required to be made to the Firm may incur for the Firm's services that are rendered in connection with any calculations contemplated by this Section 5. 7. The Company will have no liability to Executive for the determinations of the Firm. View More
Limitation on Payments. In the event that the severance Severance Benefits or other payments and other benefits payable or provided for in this Agreement or otherwise 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, would be subject to the excise tax imposed by Section 4999 of the Code, Code ("Section 4999"), then Executive's the Participant's Severance Benefits or such other payments or benefits...under Section 3 (collectively, the "280G Amounts") will be either: (a) delivered (a)delivered in full, full; or (b) delivered (b)delivered as to such lesser extent which that would result in no portion of such benefits the 280G Amounts being subject to the excise tax under Section 4999 of the Code, 4999; 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, 280G Amounts, notwithstanding that all or some portion of such benefits the 280G Amounts may be taxable under Section 4999. of 5.1 Reduction Order. In the Code. If event that a reduction of 280G Amounts is made in severance and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, accordance with this Section 5, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G, in the following order: reduction (a)reduction of cash payments; cancellation payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of Equity Awards the event triggering the excise tax will be the first cash payment to be reduced); (b)cancellation of equity awards that were 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 280G 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 Participant have any discretion with respect to the ordering of payment reductions. 5.2 Nationally Recognized Firm Requirement. Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 5 will be made in writing by a nationally recognized accounting or valuation firm (the "Firm") selected 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"), Administrator, whose determination will be conclusive and binding upon Executive the Participant and the Company. Company for all purposes. 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 Section 280G and Section 4999. of the Code. The Company and Executive the Participant 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 5. 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. View More
Limitation on Payments. In the event that the severance and other benefits any compensation provided for in this Consulting Agreement or otherwise payable to Executive Muhich (i) constitute constitutes "parachute payments" within the meaning of Section 280G of the Code, and (ii) but for this Section 5, Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's benefits under Section 3 such compensation will be either: (a) delivered Delivered in full, full; or (b) delivered as Deli...vered to such lesser extent which that would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, 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 Muhich on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or of 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 made in order to deliver compensation to a lesser extent, extent in accordance with this Section, reduction will occur in the following order: (i) reduction of in cash payments; (ii) cancellation of Equity Awards awards granted "contingent on a change in ownership or control" within (within the meaning of Code Section 280G; 280G); (iii) cancellation of accelerated vesting of Equity Awards; equity awards; and (iv) reduction of employee benefits. In the event that acceleration of vesting of Equity Award 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. Muhich's equity awards. 3 Unless the Company and Executive Muhich 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 Muhich and the Company. For purposes of making the calculations required by this Section 5, calculations, 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 Muhich 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 required by this Section 5. Section. View More
