Parachute Payments Clause Example with 19 Variations from Business Contracts
This page contains Parachute 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.
Parachute Payments. In the event that the benefits provided for in this Agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 of the Code and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code, then your benefits under this Agreement or otherwise shall be payable either (a) in full, or (b) as to such lesser amount which would result in no portion of such benefits being subject to an 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 your receipt on an after-tax basis, of the greatest amount of benefits under this agreement or otherwise, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, the 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. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code.View More
Variations of a "Parachute Payments" Clause from Business Contracts
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement letter agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this section, Section 7, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at your discretion, severance and other benefits under this Agreement or otherwise letter agreement shall be ...payable either (a) (i) in full, or (b) (ii) as to such lesser amount which would result in no portion of such severance and other benefits being subject to an the 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 your the receipt by you on an after-tax basis, of the greatest amount of severance benefits under this agreement or otherwise, letter agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. In applying this principle, Notwithstanding the reduction shall be made in foregoing, if at the time of a manner consistent with Liquidation Event giving rise to such payments, the requirements common stock of Code Section 409A, and if more than one method of reduction will result the Company is not registered for trading on the public markets in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and United States, then at your written request the Company will use its best efforts to obtain a "cleansing vote" of stockholders as required to remove the potential liability for the excise tax under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, any determination required under this section Section 7 shall be made made, after due consultation with you and your advisors, in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, Section 7, the 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. You The Company and the Company you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section Section 7. 3 8. Confidentiality. As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the Company, you will need to sign the Company's standard "Employee Invention Assignment and Confidentiality Agreement" as well as a condition of your employment. We wish to impress upon you that we do not want you to, and we hereby direct you not to, bring with you any costs incurred by confidential or proprietary material of any former employer or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you agree to not engage in any employment, business or activity that is in any way competitive with the Accountants for tax planning under Sections 280G and 4999 business or proposed business of the Code. Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. You represent that your signing of this letter agreement, agreement(s) concerning stock options granted to you under the Plan and the Company's Employee Invention Assignment and Confidentiality Agreement and your commencement of employment with the Company will not violate any agreement currently in place between yourself and current or past employers. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement Policy or otherwise payable to you Employee (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Code and (ii) but for this section, Section, would be subject to the excise tax imposed by Section 4999 of the Code, then your then, Employee's severance and other benefits under this Agreement or otherwise Policy shall be payable either (a) (i) in full, or (b) (ii) as to such lesser amount... which would result in no portion of such severance and other benefits being subject to an the 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 your the receipt by Employee on an after-tax basis, of the greatest amount of severance benefits under this agreement or otherwise, Policy, notwithstanding that all or some portion of such severance benefits may be taxable under Section 5 4999 of the Code. In applying this principle, the Any reduction shall be made in the following manner: first a manner consistent with the requirements pro rata reduction of Code (i) cash payments subject to Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, and if more than one method second a pro rata cancellation of reduction will result (i) equity-based compensation subject to Section 409A as deferred compensation and (ii) equity-based compensation not subject to Section 409A. Reduction in the same economic benefit, the items so reduced will either cash payments or equity compensation benefits shall be reduced pro rata. made prorata between and among benefits which are subject to Section 409A and benefits which are exempt from Section 409A. Unless you Employee and the Company otherwise agree in writing, any determination required under this section Section shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon you Employee and the Company for all purposes. For purposes of making the calculations required by this section, Section, the 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. You The Company and the Company Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. Section. View More
Parachute Payments. In Notwithstanding anything contained in this Agreement to the contrary, in the event that the compensation and benefits provided for in this Agreement to Employee together with all other payments and the value of any benefit received or otherwise payable to you (i) be received by Employee: (a) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) (b) but for this section, Section, would be subject to the excise tax imposed by Section 4999 of the Code..., then your the Employee's compensation and benefits under pursuant to the terms of this Agreement or otherwise shall be payable either (a) either: (i) in full, or (b) as to (ii) in such lesser amount which would result in no portion of such compensation and benefits being subject to an 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 your the receipt by Employee on an after-tax basis, of the greatest amount of compensation and benefits under this agreement or otherwise, Agreement, notwithstanding that all or some portion of such compensation and benefits may be taxable subject to the excise tax imposed under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company and Employee otherwise agree in writing, any determination required under this section Section 5 shall be made in writing by the Company's independent public accountants serving immediately before the Change in Control (the "Accountants"), whose determination shall be conclusive and binding upon you Employee and the Company for all purposes. For purposes of making the calculations required by this section, Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application applications of Sections Section 280G and 4999 of the Code. You The Company shall cause the Accountants to provide detailed supporting calculations of its determination to Employee and the Company. Employee and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as Section 5. (b) In the event that the Employee engages in any costs incurred by you with the Accountants for tax planning under Sections 280G activity in violation of Section 6(a), all compensation and 4999 of the Code. benefits described in Section 4 shall immediately cease. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) Executive (a) constitute "parachute payments" within the meaning of Section 2800 280G of the Code and (ii) (b) but for this section, Section, would be subject to the excise tax imposed by Section 4999 of the Code, then your then, at Executive's discretion, Executive's severance and other benefits under this Agreement or otherwise shall be payable either (a) (i) in full, or (b) (ii) a...s to such lesser amount which would result in no portion of such severance and other benefits being subject to an the 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 your the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this agreement or otherwise, Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. In applying this principle, the Any reduction shall be made in the following manner: first a manner consistent pro-rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity- based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code, with the requirements equity all being reduced in reverse order of Code Section 409A, vesting and if more than one method of reduction will result in the same economic benefit, the items equity not subject to treatment under Treasury regulation 1.280G- Q & A 24(c) being reduced before equity that is so reduced will be reduced pro rata. subject. Unless you and the Company and Executive otherwise agree agrees in writing, any determination required under this section Section shall be made in writing by the Company's independent public accountants (the "Accountants"), whose determination shall be conclusive and binding upon you Executive and the Company for all purposes. For purposes of making the calculations required by this section, Section, the 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. You The Company and the Company Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section. The Accountants shall deliver to the Company and Executive sufficient documentation for Executive to rely on it for purpose of filing Executive's tax returns. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. Section. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement letter agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this section, Section 7, would be subject to the excise tax imposed by Section 4999 of the Code, then your severance and other benefits under this Agreement or otherwise letter agreement shall be payable either (a) (i...) in full, or (b) (ii) as to such lesser amount which would result in no portion of such severance and other benefits being subject to an the 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 your the receipt by you on an after-tax basis, of the greatest amount of severance benefits under this agreement or otherwise, letter agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. In applying this principle, Notwithstanding the reduction shall be made in foregoing, if at the time of a manner consistent with Liquidation Event giving rise to such payments, the requirements common stock of Code Section 409A, and if more than one method of reduction will result the Company is not registered for trading on the public markets in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and United States, then at your written request the Company will use its best efforts to obtain a "cleansing vote" of stockholders as required to remove the potential liability for the excise tax under Section 4999 of the Code. Unless the Company and you otherwise agree in writing, any determination required under this section Section 7 shall be made made, after due consultation with you and your advisors, in writing by the Company's independent public accountants accountants, or such other qualified national accounting firm that the Company may designate for such purpose (the "Accountants"), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the 3 calculations required by this section, Section 7, the 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. You The Company and the Company you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section 7. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. Section 7. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) but for this section, subparagraph, would be subject to the excise tax imposed by Section 4999 of the Code, then your the severance benefits under this Agreement or otherwise shall will be payable either either: (a) delivered in full, or (b) delivered as to such lesser amount extent whi...ch would result in no portion of such benefits being subject to an 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 your the receipt by you on an after-tax basis, of the greatest amount of benefits under this agreement or otherwise, benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section shall subparagraph will be made in writing by the Company's independent public accountants immediately prior to any change of control or such other person or entity to which the parties mutually agree (the "Accountants"), whose determination shall will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, subparagraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. subparagraph. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) but for this section, subparagraph, would be subject to the excise tax imposed by Section 4999 of the Code, then your the severance benefits under this Agreement or otherwise shall will be payable either either: (a) delivered in full, or (b) delivered as to such lesser amount extent whi...ch would result in no portion of such benefits being subject to an 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 your the receipt by you on an after-tax basis, of the greatest amount of benefits under this agreement or otherwise, benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section shall subparagraph will be made in writing by the Company's independent public accountants immediately prior to any change of control or such other person or entity to which the parties mutually agree (the "Accountants"), whose determination shall will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, subparagraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. subparagraph. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. subparagraph. View More
Parachute Payments. In Notwithstanding anything contained in this Agreement to the contrary, in the event that the compensation and benefits provided for in this Agreement to Executive together with all other payments and the value of any benefit received or otherwise payable to you (i) be received by Executive: (a) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) (b) but for this section, Section, would be subject to the excise tax imposed by Section 4999 of the Co...de, then your the Executive's compensation and benefits under pursuant to the terms of this Agreement or otherwise shall be payable either (a) either: (i) in full, or (b) as to (ii) in such lesser amount which would result in no portion of such compensation and benefits being subject to an 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 your the receipt by Executive on an after-tax basis, of the greatest amount of compensation and benefits under this agreement or otherwise, Agreement, notwithstanding that all or some portion of such compensation and benefits may be taxable subject to the excise tax imposed under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company and Executive otherwise agree in writing, any determination required under this section Section 5 shall be made in writing by the Company's independent public accountants serving immediately before the Change in Control 6 (the "Accountants"), whose determination shall be conclusive and binding upon you Executive and the Company for all purposes. For purposes of making the calculations required by this section, Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application applications of Sections Section 280G and 4999 of the Code. You The Company shall cause the Accountants to provide detailed supporting calculations of its determination to Executive and the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as Section 5. (b) In the event that the Executive engages in any costs incurred by you with the Accountants for tax planning under Sections 280G activity in violation of Section 6(a), all compensation and 4999 of the Code. benefits described in Section 4 shall immediately cease. View More
Parachute Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you (i) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) but for this section, subparagraph, would be subject to the excise tax imposed by Section 4999 of the Code, then your the severance benefits under this Agreement or otherwise shall will be payable either either: (a) delivered in full, or (b) delivered as to such lesser amount extent whi...ch would result in no portion of such benefits being subject to an 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 your the receipt by you on an after-tax basis, of the greatest amount of benefits under this agreement or otherwise, benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company otherwise agree in writing, any determination required under this section shall subparagraph will be made in writing by the Company's independent public accountants immediately prior to any change of control or such other person or entity to which the parties mutually agree (the "Accountants"), whose determination shall will be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this section, subparagraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. You and the Company shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. subparagraph. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of the Code. subparagraph. View More
Parachute Payments. In Notwithstanding anything contained in this Agreement to the contrary, in the event that the compensation and benefits provided for in this Agreement to Executive together with all other payments and the value of any benefit received or otherwise payable to you (i) be received by Executive: (a) constitute "parachute payments" within the meaning of Section 2800 280G of the Code Code, and (ii) (b) but for this section, Section, would be subject to the excise tax imposed by Section 4999 of the Co...de, then your the Executive's compensation and benefits under pursuant to the terms of this Agreement or otherwise shall be payable either (a) either: (i) in full, or (b) as to (ii) in such lesser amount which would result in no portion of such compensation and benefits being subject to an 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 your the receipt by Executive on an after-tax basis, of the greatest amount of compensation and benefits under this agreement or otherwise, Agreement, notwithstanding that all or some portion of such compensation and benefits may be taxable subject to the excise tax imposed under Section 4999 of the Code. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Code Section 409A, and if more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Unless you and the Company and Executive otherwise agree in writing, any determination required under this section Section 5 shall be made in writing by the Company's independent public accountants serving immediately before the Change in Control (the "Accountants"), whose determination shall be conclusive and binding upon you Executive and the Company for all purposes. For purposes of making the calculations required by this section, Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, reasonable good faith interpretations concerning the application applications of Sections Section 280G and 4999 of the Code. You The Company shall cause the Accountants to provide detailed supporting calculations of its determination to Executive and the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as Section 5. (b) In the event that the Executive engages in any costs incurred by you with the Accountants for tax planning under Sections 280G activity in violation of Section 6(a), all compensation and 4999 of the Code. benefits described in Section 4 shall immediately cease. View More
