Common use of Golden Parachute Provisions Clause in Contracts

Golden Parachute Provisions. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

Golden Parachute Provisions. Notwithstanding any other provision of (a) Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Group to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the a “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “CodePayment”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments Executive shall be either entitled to receive an additional payment (aa “Gross-Up Payment”) delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the “Reduced Amount”) that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.

Golden Parachute Provisions. Notwithstanding any other provision of (a) Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Employer to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”a "Payment") or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”)"), then the Payments Executive shall be either entitled to receive an additional payment (aa "Gross-Up Payment") delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the "Reduced Amount") that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.

Golden Parachute Provisions. Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

Golden Parachute Provisions. Notwithstanding any other provision of (a) Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Employer to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”a "Payment") or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”)"), then the Payments Executive shall be either entitled to receive an additional payment from the Company (aa "Gross-Up Payment") delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the "Reduced Amount") that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.