Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Parachute Payment Limitation clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a "disqualified individual" (as defined in Section 280G of the Code), and any of the payments and benefits described herein, together with any other payments which Employee has the right to receive from the Company, would, in the aggregate, constitute a "parachute payment" (as defined in Section 280G of the Code), then such payments and benefits shall be either (a) reduced (but not below zero) so that the aggregate present ...value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Board in its sole discretion and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds $1.00 less than three times Employee's base amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made.View More
Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, above, if Employee is a "disqualified individual" (as defined in Section 280G of the Internal Revenue Code), and any of the payments and benefits described herein, CIC Benefits, together with any other payments which the Employee has the right to receive from the Company, would, in the aggregate, would constitute a "parachute payment" (as defined in Section 280G of the Code), then such the payments and benefits provided under this Agreeme...nt shall be either (a) (i) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by the Employee from the Company shall be $1.00 less than three times Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) (ii) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Board in its sole discretion and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) (i) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds $1.00 less than three times Employee's base amount, Employee shall must immediately repay such excess to the Company upon notification that an overpayment has been made. View More
Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a "disqualified individual" (as defined in Section 280G of the Code), and any of the payments and benefits described herein, together with any other payments which Employee has the right to receive from the Company, would, in the aggregate, constitute a "parachute payment" (as defined in Section 280G of the Code), then such payments and benefits shall be either (a) reduced (but not below zero) so that the aggregate present ...value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code, or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Board in its sole discretion and such determination shall be conclusive and binding on Employee; provided, however, that any such reduction shall be made in the manner that is most beneficial to Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) Group used in determining if a parachute payment exists, exceeds $1.00 less than three times Employee's base amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. 14 9. Conditions on Receipt of Separation Benefits and Change-of-Control Benefits. (a)Execution and Non-Revocation of General Release Agreement. Notwithstanding any other provision in this Agreement, the Company's payment to Employee of the Separation Benefits or the Change-of-Control Benefits, as applicable, is subject to the conditions that (i) the Employee fully complies with all applicable Restrictive Covenants; and (ii) within 55 days after the Termination Date, the Employee executes, delivers to the Company, and does not revoke as permitted by applicable law a General Release Agreement in a form reasonably acceptable to the Company (the "Release") that, among other things, fully and finally releases and waives any and all claims, demands, actions, and suits whatsoever which he has or may have against the Company, the Company Group, and their Affiliates, whether under this Agreement or otherwise, that arose before the Release was executed. For purposes of this Agreement, the Release shall not become fully enforceable and irrevocable until Employee has timely executed the Release and not revoked his acceptance of the Release within seven days after its execution. (b)Separation from Service Requirement. Notwithstanding any other provision of this Agreement, Employee shall be entitled to the Separation Benefits or the Change-of-Control Benefits, as applicable, only if the termination of this Agreement constitutes Employee's "Separation from Service" within the meaning of Code Section 409A and Treasury Regulation Section 1.409A-1(h). View More
