Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of payment reductions.
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment.
Partial Credit Payment means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar ($1.00) reduces the amount of a parachute payment by an amount that is less than one dollar ($1.00). For clarification purposes only, a “Partial Credit Payment” would include a stock option as to which vesting is accelerated upon an event that triggers the reduction, where the in the money value of the option exceeds the value of the option acceleration that is added to the parachute payment.
More Definitions of Partial Credit Payment
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. Notwithstanding the foregoing, to the extent the Company submits any payment or benefit payable to you to the Company’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by you and in the order prescribed by this Section. In no event shall you have any discretion with respect to the ordering of payment reductions.
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive has any discretion with respect to the ordering of payment reductions. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 19 will be made in writing by a certified professional services firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree (the “Firm”), whose determination will be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 19, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Section 280G and Internal Revenue Code Section 4999. The Company and Executive will furnish to the Firm such information and documents as the Firm may reasonably request in order to make a determination under this Section 19. The Company will bear all costs the Firm may reasonably incur in connection with any calculations contemplated by this Section 19.
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Xx. Xxxxxxxx have any discretion with respect to the ordering of payment reductions.
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of payment reductions. Notwithstanding the foregoing, to the extent that the Corporation submits any payment or benefit payable to Executive under this Agreement or otherwise to the Corporation’s stockholders for approval in accordance with Treasury Regulation Section 1.280G-1 Q&A 7 and that Executive voluntarily affirmatively waives (in writing) his entitlement to such payment subject to such vote in accordance therewith, the foregoing provisions shall not apply following such submission and such payments and benefits will be treated in accordance with the results of such vote, except that any reduction in, or waiver of, such payments or benefits required by such vote will be applied without any application of discretion by Executive and in the order prescribed by this Section 14.
Partial Credit Payment means any payment, distribution or benefit that is not a Full Credit Payment. A nationally recognized certified public accounting firm selected by the Company and acceptable to you (the “Accounting Firm”) shall perform the foregoing calculations related to the Excise Tax. If a reduction is required, the Accounting Firm shall administer the ordering of the reduction as set forth in above. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon you and the Company.
Partial Credit Payment means any payment or benefit that is not a Full Credit Payment. You understand and agree that by accepting this offer of employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer. This offer letter and the confidential information and/or inventions assignment agreement between you and the Company represent the entire agreement and understanding between you and the Company concerning your employment relationship with the Company, and supersede in their entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral. Except as specifically provided in this offer letter, this offer letter can only be amended in a writing approved by the Board and signed by you and a duly authorized officer of the Company. Any waiver of a right under this offer letter must be in writing. The Company will require any successor to all or substantially all of its assets or businesses to assume this Agreement and perform the Company’s obligations hereunder. This offer letter will be governed by California law. For purposes of federal immigration laws, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided within three (3) business days of the effective date of your employment, or your employment relationship with the Company may be terminated. I look forward to your participation in the Company’s future success. Sincerely,
Partial Credit Payment means any payment or benefit that is not a Full Credit Payment. You understand and agree that by accepting terms of this letter agreement, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement in conflict with any of the provisions of this letter or the Company’s policies. You are not to bring with you to the Company, or use or disclose to any person associated with the Company, any confidential or proprietary information belonging to any former employer or other person or entity with respect to which you owe an obligation of confidentiality under any agreement or otherwise. The Company does not need and will not use such information. Also, we expect you to abide by any obligations to refrain from soliciting any person employed by or otherwise associated with any former employer. This letter agreement and the confidential information and/or inventions assignment agreement between you and the Company represent the entire agreement and understanding between you and the Company concerning your employment relationship with the Company and supersede in their entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral. Except as specifically provided in this letter agreement, this letter agreement can only be amended in a writing approved by the Board and signed by you and a duly authorized officer of the Company. Any waiver of a right under this letter agreement must be in writing. The Company will require any successor to all or substantially all of its assets or businesses to assume this letter agreement and perform the Company’s obligations hereunder. This letter agreement will be governed by California law. Seline, we appreciate your valuable contributions to Catalyst and look forward to your continued participation in the Company’s future success! Sincerely, /s/ Xxxxxx Xxxxx Xxxxxx Xxxxx, Ph.D. President & Chief Executive Officer Accepted and agreed to this Nov 7, 2021 /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx