Section 280G Clause Example with 29 Variations from Business Contracts
This page contains Section 280G 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.
Section 280G. 7.1If any payment or benefit Executive would receive from the Company or otherwise ("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 such Payment shall be equal 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 being subject to t...he Excise Tax or (y) the largest portion, up to and 4. including the total, of the Payment, whichever 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 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless 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 Corporate Transaction 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 Corporate 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. 7.4The 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 fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.View More
Variations of a "Section 280G" Clause from Business Contracts
Section 280G. 7.1If any payment or benefit Executive would receive from the Company or otherwise ("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 such Payment shall be equal 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 being subject to t...he Excise Tax or (y) the largest portion, up to and 4. including the total, of the Payment, whichever 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 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless 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 Corporate Transaction 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 Corporate 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. 7.4The 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 fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. View More
Section 280G. 7.1If 8.1If any payment or benefit Executive would receive from the Company or otherwise ("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 such Payment shall be equal 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 being subjec...t to the Excise Tax or (y) the largest portion, up to and 4. including the total, of the Payment, whichever 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 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. 7.2In 8.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless 8.3Unless 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 Corporate Transaction 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 Corporate 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. 7.4The 8.4The 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 fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. View More
Section 280G. 7.1If any payment or benefit Executive would receive from the Company or otherwise ("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 such Payment shall be equal 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 being subject to t...he Excise Tax or (y) the largest portion, up to and 4. including the total, of the Payment, whichever 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 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless 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 Corporate Transaction 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 Corporate 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. 7.4The 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 fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. View More
Section 280G. 7.1If 6.1 If any payment of the payments or benefit benefits received or to be received by the Executive would receive from (including, without limitation, any payments or benefits received in connection with a change in control or the Company Executive's termination of employment, whether pursuant to the terms of this Agreement or otherwise ("Payment") would (i) any other plan, arrangement, or agreement, or otherwise) (all such payments collectively referred to herein as the "280G Payments") co...nstitute a "parachute payment" payments" within the meaning of Section 280G of the Code, Code and (ii) would, but for this sentence, Section 6, be subject to the excise tax imposed by under Section 4999 of the Code (the "Excise Tax"), then such Payment the Company shall cause to be equal to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion determined, before any of the Payment that would result in no portion 280G Payments are paid to Executive, which of the following alternative forms of payment would maximize Executive's after-tax proceeds: (A) payment in full of the entire amount of the 280G Payment (a "Full Payment"), or (B) payment of only a part of the 280G Payment so that Executive receives that largest 280G Payment possible without being subject to the Excise Tax or (y) the largest portion, up to and 4. including the total, (a "Reduced Payment"), whichever of the Payment, whichever amount, after foregoing amounts, taking into account all the applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive's receipt, on an after-tax basis, of the greater economic benefit amount of the 280G Payment, notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax. 6.2 If a reduction in a Reduced Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) (B) of the preceding sentence, paragraph, 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"). Page 7 6.3 Notwithstanding any provision of paragraph (a) to the foregoing, contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the 280G Payment being subject ubject 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 the Executive as determined on an after-tax basis; (B) as a second priority, 280G Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before 280G Payments that are not contingent on future events; and (C) as a third priority, 280G Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced (or eliminated) before 280G Payments that are not deferred compensation within the meaning of Section 409A of the Code. 7.2In 6.4 In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount Benefit as determined pursuant to clause (x) (B) in the preceding paragraph (a) is subject to the Excise Tax, the Executive agrees to promptly return to the Company a sufficient amount of the 280G Payment so that no portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount Benefit is determined pursuant to clause (y) (A) in paragraph (a), the preceding paragraph, Executive will have no obligation to return any portion of the 280G Payment pursuant to the preceding sentence. 7.3Unless 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 Corporate Transaction 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 Corporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. 6.5 The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. 7.4The 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 fifteen (15) thirty (30) calendar days after the date on which Executive's right to a 280G Payment is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as requested by Executive or the Company. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a 280G Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such 280G Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. View More
Section 280G. 7.1If (a) If any payment or benefit Executive you would receive from the Company or otherwise in connection with a change in control of the Company or other similar transaction ("Payment") would (i) (1) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be... either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 your 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 will occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. you. 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"). (b) 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, 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) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive you as determined on an after-tax basis; (B) (13) 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless Executive and the Company agree on an alternative accounting firm, the 409A. (c) 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 Corporate Transaction shall event described in Section 280G(b)(2)(A)(i) of the Code will 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from you (or your counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and you within fifteen (15) calendar days after the date on which Executive's your right to a Payment is triggered (if requested at that time by Executive the Company or the Company) you) or such other time as reasonably requested by Executive the Company or the Company. you. View More
Section 280G. 7.1If (a) If any payment or benefit Executive you would receive from the Company or otherwise in connection with a change in control of the Company or other similar transaction ("Payment") would (i) (1) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be... either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 your receipt, on an after-tax 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 will occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. you. 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"). (b) 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, 409A, then the Reduction Method and/or the Pro Rata Reduction Method, 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 you as determined on an after-tax 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless Executive and the Company agree on an alternative accounting firm, the 409A. (c) 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 Corporate Transaction shall event described in Section 280G(b)(2)(A)(i) of the Code will 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from you (or your counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and you within fifteen (15) calendar days after the date on which Executive's your right to a Payment is triggered (if requested at that time by Executive the Company or the Company) you) or such other time as reasonably requested by Executive the Company or the Company. you. View More
Section 280G. 7.1If (a) If any payment or benefit Executive you would receive from the Company or otherwise in connection with a change in control of the Company or other similar transaction ("Payment") would (i) (1) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be... either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 your 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 will occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. you. 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"). (b) 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, 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) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive you 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless Executive and the Company agree on an alternative accounting firm, the 409A. (c) 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 Corporate Transaction shall event described in Section 280G(b)(2)(A)(i) of the Code will 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from you (or your counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and you within fifteen (15) calendar days after the date on which Executive's your right to a Payment is triggered (if requested at that time by Executive the Company or the Company) you) or such other time as reasonably requested by Executive the Company or the Company. you. View More
Section 280G. 7.1If (a) If any payment or benefit Executive you would receive from the Company or otherwise in connection with a change in control of the Company or other similar 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 such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be either ...(x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 your 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 will occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. you. 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"). (b) 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, 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 you as determined on an after-tax basis; (B) (ii) 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) (iii) 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. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless Executive and the Company agree on an alternative accounting firm, the 409A. (c) 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 Corporate Transaction shall event described in Section 280G(b)(2)(A)(i) of the Code will 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from you (or your counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and you within fifteen (15) calendar days after the date on which Executive's your right to a Payment is triggered (if requested at that time by Executive the Company or the Company) you) or such other time as reasonably requested by Executive the Company or the Company. you. View More
Section 280G. 7.1If (i) If any payment or benefit Executive would receive from the Company or otherwise in connection with a change in control of the Company or other similar transaction ("Payment") would (i) (1) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be eit...her (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 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 will 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"). (ii) 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 Code Section 409A of the Code that would not otherwise be subject to taxes pursuant to Code 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 Code 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 Code Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Code Section 409A of the Code. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless 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 Corporate Transaction shall perform the foregoing calculations. 409A. 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from Executive (or his counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as reasonably requested by Executive the Company or the Company. Executive. View More
Section 280G. 7.1If (i) If any payment or benefit Executive would receive from the Company or otherwise in connection with a change in control of the Company or other similar transaction ("Payment") would (i) (1) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) (2) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall will be equal to the Reduced Amount. The "Reduced Amount" shall will be eit...her (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and 4. including the total, of the Payment, whichever amount, amount ((x) or (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 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 will 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"). (ii) 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 Code Section 409A of the Code that would not otherwise be subject to taxes pursuant to Code 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 Code 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 Code Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Code Section 409A of the Code. 7.2In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a sufficient amount of the 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 pursuant to clause (y) in the preceding paragraph, Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. 7.3Unless Executive and the Company agree on an alternative accounting firm, the 409A. (iii) 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 Corporate Transaction shall event described in Section 280G(b)(2)(A)(i) of the Code will 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 Corporate Transaction, change in control or similar transaction, the Company shall will appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. 7.4The Company shall use commercially reasonable efforts to cause the The independent registered public accounting firm engaged to make the determinations hereunder to will make its determination with input from Executive (or his counsel) and provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) calendar days after the date on which Executive's right to a Payment is triggered (if requested at that time by Executive the Company or the Company) Executive) or such other time as reasonably requested by Executive the Company or the Company. Executive. View More
