Parachute Payments Clause Example with 56 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. If any payment or benefit Executive would receive from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G 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 any such 280G Payment (a "Payment") shall be equal to the Reduced Amount. The "Reduced Amount" shall be either (x) the l...argest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within 15 calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. (b) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.View More
Variations of a "Parachute Payments" Clause from Business Contracts
Parachute Payments. If (a)If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G ("Transaction 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 Company shall cause to be determined, before any such 280G amounts of the Transaction Payment (a "Payment") shall be equal are paid to Executive, which of the Reduced Amount. The "Reduced Amount" shall be either (x) following two alternative forms of payment would result in Executive's receipt, on an after-tax basis, of the largest greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment (after reduction) being may be subject to the Excise Tax Tax: (1) payment in full of the entire amount of the Transaction Payment (a "Full Payment"), or (y) (2) payment of only a part of the Transaction Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Excise Tax (a "Reduced Payment"). For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking Company shall cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, rate, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Tax. such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction payments and/or benefits shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. to Executive as determined in this paragraph (the "Reduction Method"). If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the accounting (c)The professional firm engaged by the Company for general tax compliance purposes or the Company's corporate law firm as of the day prior to the effective date of the change of control transaction triggering the Payment Change in Control shall perform the foregoing calculations. make all determinations required to be made under this Section 5. If the accounting professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting professional firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting (d)The professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Transaction Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) is triggered or such other time as reasonably requested by Executive the Company or Executive. If the Company. (b) If Executive receives a Payment for which professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount was determined pursuant Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to clause (x) such Transaction Payment. Any good faith determinations of the first paragraph of this Section professional firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. If Except as otherwise provided in an agreement between Executive and the Company, if any payment or benefit Executive would receive from the Company or otherwise in connection with a Change of in Control or other similar transaction (a "280G Payment") ("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 any such 280G Payment ...(a "Payment") shall be equal to the Reduced Amount. Amount (as defined herein). The "Reduced Amount" shall be either (x) the largest 9 portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for to Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the The independent registered public accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change event described in Section 280G(b)(2)(A)(i) of control transaction triggering the Payment Code shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, such event, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the independent registered public accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 thirty (30) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as reasonably requested by Executive the Company or the Company. (b) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) Executive. Any good faith determinations of the first paragraph of this Section independent registered public accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G Pa...yment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the 8 Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b) The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. If (a)If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G...Payment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b)The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the (c)The accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably 8 acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G Pa...yment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount 8 of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b) The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G Pa...yment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that 8 the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b) The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G Pa...yment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b) The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. 8 (c) The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") ("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, Internal Revenue Code of 1986, as amended (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 any such 280G Pa...yment (a "Payment") shall be equal reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting "parachute payments" is necessary so that the Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") following order unless Executive elects in writing a different order (provided, however, that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise such election shall be subject to taxes pursuant Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to Section 409A be reduced, such acceleration of vesting shall be cancelled in the reverse order of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition date of taxes pursuant to Section 409A grant of the Code as follows: (A) as Executive's stock awards unless Executive elects in writing a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit different order for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the cancellation. (b) The accounting firm engaged by the Company for general tax compliance audit purposes as of the day prior to the effective date of the change Change of control transaction triggering the Payment Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting affecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Payment becomes reasonably likely to occur is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive or the Company. (b) If with an opinion reasonably acceptable to Executive receives a Payment for which the Reduced Amount was determined pursuant that no Excise Tax will be imposed with respect to clause (x) such Payment. Any good faith determinations of the first paragraph of this Section accounting firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. If (a)If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise in connection with a Change of Control or other similar transaction (a "280G ("Transaction 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 Company shall cause to be determined, before any such 280G amounts of the Transaction Payment (a "Payment") shall be equal are paid to Executive, which of the Reduced Amount. The "Reduced Amount" shall be either (x) following two alternative forms of payment would result in Executive's receipt, on an after-tax basis, of the largest greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment (after reduction) being may be subject to the Excise Tax Tax: (1) payment in full of the entire amount of the Transaction Payment (a "Full Payment"), or (y) (2) payment of only a part of the Transaction Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Excise Tax (a "Reduced Payment"). For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking Company shall cause to be taken into account all applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, rate, net of the greater economic benefit notwithstanding that all or some portion maximum reduction in federal income taxes which could be obtained from a deduction of the Payment may be subject to the Excise Tax. such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction payments and/or benefits shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. to Executive as determined in this paragraph (the "Reduction Method"). If more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Transaction Payment shall be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding (b)Notwithstanding any provision of subsection (a) above to the foregoing, contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Transaction Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) (i) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) (ii) as a second priority, Transaction Payments that are contingent on future events (e.g., being terminated without cause), Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (C) (iii) as a third priority, Transaction Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A of the Code. (a) Unless Executive and the Company agree on an alternative accounting firm, the accounting 409A. (c)The professional firm engaged by the Company for general tax compliance purposes or the Company's corporate law firm as of the day prior to the effective date of the change of control transaction triggering the Payment Change in Control 6. shall perform the foregoing calculations. make all determinations required to be made under this Section 5. If the accounting professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change of control transaction, Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting professional firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting (d)The professional firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within 15 fifteen (15) calendar days after the date on which Executive's right to a 280G Transaction Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) is triggered or such other time as reasonably requested by Executive the Company or Executive. If the Company. (b) If Executive receives a Payment for which professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount was determined pursuant Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to clause (x) such Transaction Payment. Any good faith determinations of the first paragraph of this Section professional firm made hereunder shall be final, binding and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to conclusive upon the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. and Executive. View More
Parachute Payments. (a) If any payment or benefit the Executive would receive from the Company under this Agreement or otherwise in connection with a Change of Control or other similar transaction (a "280G Payment") (the "Total Payments") would (i) constitute a "parachute payment" "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 any such 280G Total Payment (a "Payment") shall ...be equal to the Reduced Amount. The "Reduced " Reduced Amount" shall be either (x) the largest portion of the Total Payment that would result in no portion of the Total Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, total of the Total Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's receipt, on an after-tax basis, of the greater greatest economic benefit notwithstanding that all or some portion of the Total Payment may be subject to the Excise Tax. If a reduction in a payments or benefits constituting Parachute Payments is necessary so that the Total Payment is required pursuant to the preceding sentence and equals the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the Amount, reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for the Executive. If more than one method In applying this principle, the reduction shall be made in a manner consistent with the requirements of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as and where two economically equivalent amounts are subject to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), reduction but payable at different times, such amounts shall be reduced (or eliminated) before Payments on a pro rata basis but not below zero. (b) In the event it is subsequently determined by the Internal Revenue Service that are not contingent on future events; and (C) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A some portion of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within Reduced Amount (as determined pursuant to clause (x) in the meaning of Section 409A preceding paragraph) is subject to the Excise Tax, the Executive agrees to promptly return to the Company a sufficient amount of the Code. (a) Total Payment so that no portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount is determined in accordance with clause (y) in the preceding paragraph, the Executive will have no obligation to return any portion of the Total Payment pursuant to the preceding sentence. Unless the Executive and the Company agree on an alternative accounting or law firm, the accounting firm then engaged -10- by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change Change of control transaction, Control, the Company shall appoint a nationally recognized accounting accounting, law or consulting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting accounting, law or consulting firm required to be made hereunder. (c) The Company shall use commercially reasonable efforts to cause such that the accounting accounting, law or consulting firm engaged to make the determinations hereunder to shall provide its calculations, together with detailed supporting documentation, to the Executive and the Company within 15 fifteen (15) calendar days after the date on which the Executive's right to a 280G Total Payment becomes reasonably likely to occur is triggered (if requested at that time by the Executive or the Company) or such other time as requested by the Executive or the Company. (b) If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.View More
