Common use of Limitation on Payments and Benefits Clause in Contracts

Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in payments or benefits (or other compensation) not being fully deductible by the Company or an Affiliate for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto). The determination of whether any such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH II or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code). The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designation. In the event that the Executive fails to make such designation within ten (10) business days after the date his employment with the Company or an Affiliate terminates, the Company may effect such reduction in any manner it deems appropriate (beginning with cash payments).

Limitation on Payments and Benefits. Notwithstanding any provision of anything in this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Employee has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or other compensation) not being fully deductible benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company or an Affiliate for federal income tax purposes because of Section pursuant to section 280G of the Code, Code or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section under section 4999 of the Code, or any successor provision thereto). The determination of as to whether any such decrease in the payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH II or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under connection with this Agreement or otherwise would constitute is necessary must be made in good faith by a nationally recognized accounting firm (the “parachute payment,” as defined in Section 280G of Accounting Firm”), and such determination will be conclusive and binding upon Employee and the Code, the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code). The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designationCompany. In the event that the Executive fails to make such designation within ten (10) business days after Accounting Firm is serving as accountant or auditor for the date his employment with individual, entity or group effecting the Company or an Affiliate terminatesChange of Control, the Company may effect shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee in any manner it deems appropriate (beginning connection with cash payments)the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

Limitation on Payments and Benefits. Notwithstanding any provision of anything in this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or other compensation) not being fully deductible benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company or an Affiliate for federal income tax purposes because of Section pursuant to section 280G of the Code, Code or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section under section 4999 of the Code, or any successor provision thereto). The determination of as to whether any such decrease in the payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH II or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under connection with this Agreement or otherwise would constitute is necessary must be made in good faith by a nationally recognized accounting firm (the “parachute payment,” as defined in Section 280G of Accounting Firm”), and such determination will be conclusive and binding upon Executive and the Code, the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code). The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designationCompany. In the event that the Executive fails to make such designation within ten (10) business days after Accounting Firm is serving as accountant or auditor for the date his employment with individual, entity or group effecting the Company or an Affiliate terminatesChange of Control, the Company may effect shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Executive will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Executive in any manner it deems appropriate (beginning connection with cash payments)the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

Limitation on Payments and Benefits. Notwithstanding any provision of this Agreement to the contrary, no if any amount or benefit shall to be paid or provided under this Agreement to an extent or in a manner that would result in payments or benefits (or any other compensationagreement, plan or arrangement, including, without limitation, any stock option agreement, covering the Executive) not being fully deductible by would be an "excess parachute payment," within the Company or an Affiliate for federal income tax purposes because meaning of Section 280G of the Internal Revenue of 1986, as amended (the "Code, or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section 4999 of the Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment, but only if and to the extent that such reduction will also result in, after taking into account all state, local and Federal taxes applicable to the Executive (computed at the highest applicable marginal rate), including any taxes payable pursuant to Section 4999 of the Code (and any similar tax that may hereafter be imposed under any successor provision or by any taxing authority), greater after-tax proceeds to the Executive than the after-tax proceeds to the Executive computed without regard to any such reduction. The determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether is required pursuant to the Executive would be subject to such excise tax) immediately preceding sentence shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent certified public accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH II or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in is required to be reduced pursuant to this Section 280G of the Code8, the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be so reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of in order to give effect to this Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code)8. The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designation. In the event that the Executive fails to make such designation within ten (10) business days after of the date of his termination of employment with the Company or an Affiliate terminatesCompany, the Company may effect such reduction in any manner it deems appropriate (beginning with cash payments)appropriate.

Limitation on Payments and Benefits. Notwithstanding any provision of anything in this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in if any of the payments or benefits (to be made or provided in connection with this Agreement, together with any other compensation) not being fully deductible by payments or benefits which you have the right to receive from the Company or any corporation which is a member of an Affiliate for federal income tax purposes because "affiliated group" (as defined in section 1504(a) of Section 280G the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any successor provision thereto (portion of such payments or that would result in the Executive being benefits from becoming subject to the excise tax imposed by Section under section 4999 of the Code, or any successor provision thereto). The determination of as to whether any such decrease in the payments or benefits to be made or provided under in connection with this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall is necessary must be made at the expense of the Company, if requested in good faith by either the Executive or the Company, by a firm of independent accountants legal counsel or a law firm certified public accountant selected by the Company you and reasonably acceptable to the Executive. The Company Company, and such determination will be conclusive and binding upon you and the Executive shall cooperate Company. In the event that such a reduction is necessary, you will have the right to submit for approval by designate the shareholders particular payments or benefits that are to be reduced or eliminated so that no portion of the Company, AMH II payments or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may to be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined you in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under connection with this Agreement or otherwise would constitute a “will be excess parachute payment,” as defined in Section 280G of the Code, the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code)under Code section 4999. The Company shall provide will pay or reimburse you on demand for the Executive with all information reasonably requested by reasonable fees, costs and expenses of the Executive to permit the Executive counsel or accountant selected to make such designation. In the event that the Executive fails to make such designation within ten determinations under this clause (10) business days after the date his employment with the Company or an Affiliate terminates, the Company may effect such reduction in any manner it deems appropriate (beginning with cash paymentsc).

Limitation on Payments and Benefits. Notwithstanding any provision of anything in this Agreement to the contrary, no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company or any entity which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), the payments or other compensation) not being fully deductible benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company or an Affiliate for federal income tax purposes because of Section pursuant to section 280G of the Code, Code or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed by Section under section 4999 of the Code, or any successor provision thereto). The determination of as to whether any such decrease in the payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH II or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under connection with this Agreement or otherwise would constitute is necessary must be made in good faith by a “parachute payment,” as defined in Section 280G of nationally recognized accounting firm (the Code"Accounting Firm"), and such determination will be conclusive and binding upon Executive and the Executive shall be entitled to designate the payments and/or benefits (beginning with cash payments) to be reduced or modified so that the Company or an Affiliate is not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by Section 4999 of the Code). The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such designationCompany. In the event that the Executive fails to make such designation within ten (10) business days after Accounting Firm is serving as accountant or auditor for the date his employment with individual, entity or group effecting the Company or an Affiliate terminatesChange of Control, the Company may effect shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Executive will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Executive in any manner it deems appropriate (beginning connection with cash payments)the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.