Common use of Golden Parachute Limit Clause in Contracts

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance Benefits or any other payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (within the meaning of Section 280G of the Code) of the Company occurring following the Effective Date (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are so reduced. All determinations required to be made under this Section 6(l) shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to a Change in Control and reasonably acceptable to Executive (“Tax Counsel”), which determinations shall be conclusive and binding on Executive and the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the Company. Prior to any reduction in Executive’s Total Benefits

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance Benefits Payments or any other payment or benefit received or to be received by the Executive in connection with a “change in ownership or control” (within the meaning of Section 280G of the Code) of the Company occurring following the Effective Date (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code” (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction . All amounts payable in the Total Benefits shall be made if by not making such reduction, consideration of Executive’s Retained Amount (covenants pursuant to Section 7, 8, and 9, as hereinafter defined) would determined by a valuation firm selected by S&T and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 3(d), be greater than Executive’s Retained Amount if excluded from the Total Benefits are so reducedamounts considered “parachute payments” to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 6(l3(d) shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to a Change in Control S&T and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and the Company S&T absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the Companyevent any such reduction is required, the Total Benefits shall be reduced in a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. Prior The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any reduction in Executive’s Total Benefitspayments provided for hereunder for purposes of Section 280G of the Code.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance Benefits Payments or any other payment or benefit received or to be received by the Executive in connection with a “change in ownership or control” (within the meaning of Section 280G of the Code) of the Company occurring following the Effective Date (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction . All amounts payable in the Total Benefits shall be made if by not making such reduction, consideration of Executive’s Retained Amount (covenants pursuant to Section 7, 8, and 9, as hereinafter defined) would determined by a valuation firm selected by S&T and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 3(d), be greater than Executive’s Retained Amount if excluded from the Total Benefits are so reducedamounts considered “parachute payments” to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 6(l3(d) shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to a Change in Control S&T and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and the Company S&T absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the Companyevent any such reduction is required, the Total Benefits shall be reduced in a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. Prior The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any reduction in Executive’s Total Benefitspayments provided for hereunder for purposes of Section 280G of the Code.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance Benefits or any other payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (within the meaning of Section 280G of the Code) of the Company occurring following the Effective Date Employer (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are so reduced. All determinations required to be made under this Section 6(l) 18 shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to a Change in Control Employer and reasonably acceptable to Executive (“Tax Counsel”), which determinations shall be conclusive and binding on Executive and the Company Employer absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by the CompanyEmployer. Prior to any reduction in Executive’s Total BenefitsBenefits pursuant to this Section 18, Tax Counsel shall provide Executive and Employer with a report setting forth its calculations