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 (a) 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 (the "Payments") 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 Section 49...99 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: (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 equity 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 equity 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. 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. (b) 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 6.1.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 5 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 ...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). 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. 6.2.Determination of Excise Tax Liability. Unless the Company and Executive otherwise agree in writing, any determination determinations required under this Section 5 6 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, 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 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 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. 6. 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 and other benefits provided for in this Agreement Plan or otherwise payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("280G Payments"), 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 benefits under Section 3 the 280G Payments will be either: (a) (x) delivered in full, or (b) (y) 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, results in the receipt by Executive 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 -5- 4999 of the Code. If a reduction in severance and other benefits constituting "parachute payments" the 280G Payments is necessary so that no portion of such benefits are delivered subject to a lesser extent, the Excise Tax, 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; 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of Equity Awards; equity awards that are subject to Section 409A as deferred compensation and reduction of employee benefits. (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award compensation equity awards is to be reduced, cancelled, 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. a Participant's equity awards. Unless Participant and 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 the Change of in Control or such other person or entity to which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon Executive Participant and the Company. For purposes of making the calculations required by this Section 5, 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 Participant and 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 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. View More
Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement Plan or otherwise payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("280G Payments"), 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 benefits under Section 3 the 280G Payments will be either: (a) (x) delivered in full, or (b) (y) 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, results in the receipt by Executive 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 other benefits constituting "parachute payments" the 280G Payments is necessary so that no portion of such benefits are delivered subject to a lesser extent, the Excise Tax, reduction will occur in the following order: reduction of cash payments; (i) cancellation of Equity Awards equity awards granted "contingent on a change in ownership or control" within (within the meaning of Code Section 280G; 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of Equity Awards; equity awards that are subject to Section 409A as deferred compensation and reduction of employee benefits. (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award compensation equity awards is to be reduced, cancelled, 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 a Participant's equity awards. A nationally recognized professional services firm selected by the Company, the Company's independent public accountants immediately prior to a Change of Control legal counsel or such other person or entity to which the parties mutually agree (the "Firm"), whose "Firm") will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Executive Participant and the Company. For purposes of making the calculations required by this Section 5, 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 Participant and 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 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. View More
Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement Plan or otherwise payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("280G Payments"), 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 benefits under Section 3 the 280G Payments will be either: (a) (x) delivered in full, or (b) (y) 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, results in the receipt by Executive 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 other benefits constituting "parachute payments" the 280G Payments is necessary so that no portion of such benefits are delivered subject to a lesser extent, the Excise Tax, 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; 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of Equity Awards; equity awards that are subject to Section 409A as deferred compensation and reduction of employee benefits. (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award compensation equity awards is to be reduced, cancelled, 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 a Participant's equity awards. A nationally recognized professional services firm selected by the Company, the Company's independent public accountants immediately prior to a Change of Control legal counsel or such other person or entity to which the parties mutually agree (the "Firm"), whose "Firm") will make any determination required under this Section 5. Such determinations will be made in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Executive Participant and the Company. For purposes of making the calculations required by this Section 5, 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 Participant and 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 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. View More
Limitation on Payments. In 6.1.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 Se...ction 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). 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. 6.2.Determination of Excise Tax Liability. Unless the Company and Executive otherwise agree in writing, any determination determinations required under this Section 5 6 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, 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 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 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. 6. 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 and other benefits provided for in this Agreement the Plan or otherwise payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("280G Payments"), and (ii) but for this Section 5, 6, would 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 280G Payments will be either: (a) delivered in full, or (b) delivered as t...o 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, 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 other benefits constituting "parachute payments" the 280G Payments is necessary so that no portion of such benefits are delivered is subject to a lesser extent, the Excise Tax, 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; 280G of the Code); (ii) a prorated reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a prorated reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a prorated cancellation of (A) accelerated vesting of Equity Awards; equity awards that are subject to Section 409A as deferred compensation and reduction of employee benefits. (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award compensation equity awards is to be reduced, canceled, such acceleration of vesting will be cancelled canceled 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 a Participant's equity awards. Any determination required under this Section 5 6 will be made in writing by the Company's independent public accountants immediately prior to a the Change of in Control or such other person or entity Person to which the parties mutually agree reasonably and in good faith (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, 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 Participant and 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 6. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. 6. View More
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, 4, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive's the severance benefits under Section 3 and under any other applicable agreements will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would r...esult in no portion of such benefits being subject to excise tax under Section 4999 of the Code, -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 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 required, the payments and other benefits constituting "parachute payments" is necessary so that benefits are delivered to a lesser extent, reduction will occur under this Agreement shall be reduced in the following order: (A) a pro rata reduction of (i) cash payments; payments that are subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A of the Code; (B) a pro rata reduction of (i) employee benefits that are subject to Section 409A as deferred compensation and (ii) employee benefits not subject to Section 409A; and (C) a pro rata cancellation of Equity Awards granted "contingent on a change in ownership or control" within the meaning of Code Section 280G; cancellation of (i) accelerated vesting of Equity Awards; stock and reduction of employee benefits. other equity-based awards that are subject to Section 409A as deferred compensation and (ii) stock and other equity-based awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award stock and other equity-based 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. In no event will the stock and other equity-based awards unless Executive have any discretion with respect to the ordering of payment reductions. elects in writing a different order for cancellation. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 4 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"), "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, 4, 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. Section 4. The Company will bear all costs the Firm Accountants may incur in connection with any calculations contemplated by this Section 5. 4. View More
Limitation on Payments. In the event that the severance payments and other benefits provided for in this Agreement the Plan or otherwise other payments and benefits payable or provided to Executive the Covered Employee (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, then Executive's the Covered Employee's payments and benefits under Section 3 the Plan or other payments or ben...efits (the "280G Amounts") will be either: (a) delivered in full, full; or (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, Code; 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 Covered Employee 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 the Code. If 5.1. Reduction Order. In the 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 Section 5, the reduction will occur occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, 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 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 Covered Employee have any discretion with respect to the ordering of payment reductions. 5.2. Nationally Recognized Firm Requirement. Unless the Company and Executive the Covered Employee 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 Covered Employee 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 280G and 4999 of the Code. The Company and Executive the Covered Employee 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 provided for in this Agreement Plan or otherwise payable to Executive a Participant (i) constitute "parachute payments" within the meaning of Section 280G of the Code, Code ("280G Payments"), 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 benefits under Section 3 the 280G Payments 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 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, results in the receipt by Executive 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 other benefits constituting "parachute payments" the 280G Payments is necessary so that no portion of such benefits are delivered subject to a lesser extent, the Excise Tax, 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; 280G); (ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a pro rata cancellation of (A) accelerated vesting of Equity Awards; equity awards that are subject to Section 409A as deferred compensation and reduction of employee benefits. (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of Equity Award compensation equity awards is to be reduced, cancelled, 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. a Participant's equity awards. Unless Participant and 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 the 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 Participant and the Company. For purposes of making the calculations required by this Section 5, 5 the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations 6 concerning the application of Sections 280G and 4999 of the Code. The Participant and 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 5. The Company will bear all costs the Firm may incur in connection with any calculations contemplated by this Section 5. View More
