Common use of Base Amount Clause in Contracts

Base Amount. In the event that the benefits provided for in this agreement or otherwise payable to Employee, including vesting acceleration upon a change of control pursuant to Employee’s employment agreement with the Company (a) constitute “parachute payments” within the meaning of Section 280G of the Code, (b) would be subject to the excise tax imposed by Section 4999 of the Code, and (c) the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the proposed Treasury Regulations thereunder (or the final Treasury Regulations, if they have then been adopted) is equal to or greater than the product obtained by multiplying three and six-tenths by Employee’s “base amount” within the meaning of Code Section 280G(b)(3), then (A) the benefits shall be delivered in full, and (B) the Employee shall receive (1) a payment from the Company sufficient to pay such excise tax, and (2) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to the Employee by the Company pursuant to this clause (B).

Base Amount. In the event that the benefits provided for in this agreement or otherwise payable to Employee, including vesting acceleration upon a change of control pursuant to Employee’s employment agreement with the Company equity plans or any Employment Agreement which may exist (ai) constitute “parachute payments” within the meaning of Section 280G of the Code, (bii) would be subject to the excise tax imposed by Section 4999 of the Code, and (ciii) the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the proposed Treasury Regulations thereunder (or the final Treasury Regulations, if they have then been adopted) is equal to or greater than the product obtained by multiplying three and six-tenths by Employee’s “base amount” within the meaning of Code Section 280G(b)(3), then (A) the benefits shall be delivered in full, and (B) the Employee shall receive (1) a payment from the Company sufficient to pay such excise tax, and (2) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to the Employee by the Company pursuant to this clause (B).