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 (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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such the acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's Equity Awards. In no event will equity awards unless the Executive have elects in writing a different order for cancellation. The Executive will be solely responsible for the payment 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 by any discretion with respect member of the Company Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to that date if events occur that result in parachute payments to the Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such firm any information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any determination by the firm will be binding upon the Company and the Executive, and the Company will have no liability to the Executive for the determinations of the firm. View More
Limitation on Payments. In (a) Reduction of Severance Benefits. If any payment or benefit that Executive would receive from any Company Group member or any other party whether in connection with the event that the severance and other benefits provided for 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 impos...ed 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 (A) the full amount of the Payment or (b) delivered as to such (B) 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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such the acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive's Equity Awards. In no event equity awards unless Executive elects in writing a different order for cancellation. Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and Executive have will not be reimbursed by any discretion with respect member of the Company Group for any of those payments of personal tax liability. (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to that date if events occur that result in parachute payments to Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive will furnish to the Firm such firm any information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any determination by the firm will be binding upon the Company and Executive, and the Company will have no liability to Executive for the determinations of the firm. View More
Limitation on Payments. In Notwithstanding anything in this Agreement to the event that the severance and other benefits provided for in contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise payable to Executive (i) ("Payment") would (a) constitute a "parachute payments" payment" within the meaning of Section 280G of the 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 will such Payment shall either 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 Payment 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 on an after-tax basis, of the greatest amount of benefits, largest payment, notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of the Code. If The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in severance and other payments and/or benefits constituting "parachute payments" is necessary so that benefits are delivered pursuant to a lesser extent, reduction this Section 7 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; (2) cancellation of accelerated vesting of Equity Awards; equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of employee benefits. In the event that acceleration of vesting of Equity Award compensation is other benefits payable 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. Executive. 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 member or any other benefits provided for party whether in this Agreement connection with the provisions herein 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 such 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 such Payment or (b) delivered as to (y) such lesser extent which amount as 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 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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's Equity Awards. In no event equity awards. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under the Agreement, and the Executive have will not be reimbursed by any discretion with respect member of the Company Group or any of their respective affiliates. (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm firm such information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. 5 The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Executive, and the Company will have no liability to the 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 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, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the election of Executive, Executive's severance 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 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: 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 outside legal counsel or independent public accountants immediately prior to a Change of Control or such other person or entity to which firm selected by the parties mutually agree Company (the "Firm"), 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, 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. 4 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 reasonably incur in connection with any calculations contemplated by this Section 5. Any reduction made pursuant to this Section 5 shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock ("Underwater Options") (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). "Full Credit Payment" means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. "Partial Credit Payment" means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of payment reductions. 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 member or any other benefits provided for party whether in this Agreement connection with the provisions herein 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 such 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 such Payment or (b) delivered as to (y) such lesser extent which amount as 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 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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's Equity Awards. In no event equity awards. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under the Agreement, and the Executive have will not be reimbursed by any discretion with respect member of the Company Group or any of their respective affiliates. (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm firm such information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Executive, and the Company will have no liability to the Executive for the determinations of the firm. View More
Limitation on Payments. In (a) Reduction of Severance Benefits. If any payment or benefit that Service Provider 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 Sec...tion 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 Service Provider'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 Service Provider have any discretion with respect to the ordering of Payment reductions. Service Provider 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 Service Provider for any of those payments of personal tax liability. -4- (b) Determination of Excise Tax Liability. Unless the Company and Executive Service Provider 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 Service Provider 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 Service Provider 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 Service Provider 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 this Agreement connection with the provisions herein 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 Section 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 such 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 such Payment or (b) delivered as to (y) such lesser extent which amount as 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 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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's Equity Awards. In no event will equity awards unless the Executive have elects in writing a different order for cancellation. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under the Agreement, and the Executive will not be reimbursed by any discretion with respect member of the Company Group for any such payments. 5 (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm firm such information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Executive, and 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 this Agreement connection with the provisions herein 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 Section 4999 of the Code, Code (the "Excise Tax"), then Executive's benefits under Section 3 such 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 such Payment or (b) delivered as to (y) such lesser extent which amount as 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 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: 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 stock awards; reduction of employee benefits. In the event that acceleration of vesting of Equity Award stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive's Equity Awards. In no event will equity awards unless the Executive have elects in writing a different order for cancellation. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under the Agreement, and the Executive will not be reimbursed by any discretion with respect member of the Company Group for any such payments. (b) Determination of Excise Tax Liability. The Company will select a professional services firm to make all of the ordering of payment reductions. Unless determinations required to be made under these paragraphs relating to parachute payments. The Company will request that firm provide detailed supporting calculations both to the Company and the 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 the date on which the parties mutually agree (the "Firm"), whose determination will be conclusive and binding upon event that triggers the Payment occurs if administratively feasible, or subsequent to such date if events occur that result in parachute payments to the Executive and the Company. at that time. For purposes of making the calculations required by this Section 5, under these paragraphs relating to parachute payments, the Firm firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations determinations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm firm such information and documents as the Firm firm may reasonably request in order to make a determination under this Section. these paragraphs relating to parachute payments. The Company will bear all costs the Firm firm may reasonably incur in connection with any calculations contemplated by this Section 5. these paragraphs relating to parachute payments. Any such determination by the firm will be binding upon the Company and the Executive, and the Company will have no liability to the Executive for the determinations of the firm. View More
Limitation on Payments. In (a)If Executive receives, is provided or may receive or be provided any payment or benefit that constitutes a "parachute payment" (as defined in Section 280G(b)(2) of the event that Code), and the severance net after-tax amount of any such parachute payment is less than the net after-tax amount if the aggregate payments and other benefits provided for in this Agreement or otherwise payable to be made to Executive (i) constitute "parachute payments" within the meaning of were three times Execu...tive's "base amount" (as defined in Section 280G 280G(b)(3) of the Code, and (ii) but for this Section 5, would be subject to Code), less $1.00, then the excise tax imposed by Section 4999 aggregate of the Code, then amounts constituting the parachute payments shall be reduced to an amount equal to three times Executive's benefits under Section 3 base amount, less $1.00. For purposes of determining the "net after-tax amount," the Company will cause to 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, whichever of the foregoing amounts, taking taken into account the all applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in taxes (all computed at the receipt by Executive on an after-tax basis, highest applicable marginal rate, net of the greatest amount of benefits, notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of such benefits may be taxable under Section 4999 of the Code. state and local taxes). If a reduction pursuant to this Section 10 is to occur, (x) Executive will have no rights to any additional payments and/or benefits that are being reduced, and (y) reduction in severance and other payments and/or 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, if any, 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; event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of Equity Awards; equity awards other than stock options, if any; (iii) cancellation of accelerated vesting of stock options, if any; and (iv) reduction of employee benefits. other payments or benefits, if any, paid or provided to Executive, which shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. In the event that acceleration of vesting of Equity Award compensation equity awards or stock options is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant grant. If two or more equity awards or stock options are granted on the same date, each award or stock option will be reduced on a pro-rata basis. Notwithstanding, any excise tax imposed will be solely the responsibility of Executive's Equity Awards. 7 Executive. In no event will the shall Executive have any discretion with respect to the ordering of his payment reductions. Unless (b)Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 10 will be made in writing by the Company's a nationally recognized firm of independent public accountants immediately prior to a Change of Control selected by the Company, the Company's legal counsel or such other person or entity to which the parties Parties mutually agree (the "Firm"), 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, 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 2800 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. Section 10. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 5. 10. View More
