Justia Forms Business Contracts Contract Clauses Limitation on Payments Limitation on Payments Groups Limitation on Payments Clause Example from Business Contracts

Limitation on Payments Clause Example from Business Contracts

This example Limitation on Payments clause appears in 25 contracts from 12 companies

Limitation on Payments. (a) Reduction of Severance Benefits. If any payment or benefit that the Executive would receive from any Company Group member or any other party whether in connection with the provisions in this Agreement or otherwise (the "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payment will be equal to the Best Results Amount. ...The "Best Results Amount" will be either (x) the full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the Executive's receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash 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 in the reverse order of date of grant of 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 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, the Company will select a professional services firm (the "Firm") to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 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 request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm's services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm. View More

Found in Udemy, Inc. contract

Oyster Point Pharma, Inc. Contracts

Form of Change in Control and Severance Agreement (Filed With SEC on October 4, 2019)

Outset Medical, Inc. Contracts

Form of Change in Control and Severance Agreement for Chief Executive Officer (Filed With SEC on August 21, 2020)

Form of Change in Control and Severance Agreement for non-Chief Executive Officer executive officers (Filed With SEC on August 21, 2020)

JFrog Ltd Contracts

Form of Change in Control and Severance Agreement between the Registrant and Shlomi Ben Haim (Filed With SEC on August 24, 2020)

Form of Change in Control and Severance Agreement between the Registrant and Shlomi Ben Haim (Filed With SEC on September 8, 2020)

Roblox Corp Contracts

Form of Change in Control and Severance Agreement between the registrant and each of its executive officers (Filed With SEC on November 19, 2020)

Form of Change in Control and Severance Agreement between the registrant and each of its executive officers (Filed With SEC on December 1, 2020)