Common use of Limited Benefit Clause in Contracts

Limited Benefit. Notwithstanding any of the provisions of Section 4.7 or other provisions in this Agreement to the contrary, if any payments or benefits received, or to be received, by Xxxxxxxxx (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or its subsidiaries; any person whose actions result in a Change of Control; or any person affiliated with the Company or such person) constitute “parachute payments” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”), and the value thereof exceeds 2.99 times Xxxxxxxxx’x “base amount,” as defined in Section 280G(b)(3) of the Code, then in lieu thereof, the Company shall pay Xxxxxxxxx, as soon as practicable following the termination of Xxxxxxxxx’x employment by the Company but in no event later than thirty (30) days after the expiration of any revocation period following Xxxxxxxxx’x execution of any release referred to in this Agreement, a lump-sum cash payment equal to 2.99 times his “base amount” (the “Alternative Severance Payment”), reduced as provided below. The value of the payments to be made under Section 4.7(b) and Xxxxxxxxx’x base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below. The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received, or to be received, by Xxxxxxxxx in connection with a Change of Control of the Company or his termination of employment unless (i) Xxxxxxxxx shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment; (ii) in the opinion of tax counsel selected by the Company’s independent auditors, such other payment or benefit does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

Limited Benefit. Notwithstanding any of the provisions of this Section 4.7 6 or other provisions in this Agreement to the contrary, if any payments or benefits received, received or to be received, received by Xxxxxxxxx the Employee (whether pursuant to the terms of this Agreement or any other plan, arrangement, arrangement or agreement with the Company or its subsidiaries; Company, any person whose actions result in a Change change of Control; Control or any person affiliated with the Company or such person) constitute “"parachute payments” " within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”), and the value thereof exceeds 2.99 times Xxxxxxxxx’x “the Employee's "base amount,” " as defined in Section 280G(b)(3) of the Code, then in lieu thereof, the Company shall pay Xxxxxxxxxto the Employee, as soon as practicable following the termination of Xxxxxxxxx’x the Employee's employment by the Company but in no event later than thirty (30) days after the expiration of any revocation period following Xxxxxxxxx’x execution of any release referred to in this Agreementthereafter, a lump-lump sum cash payment equal to 2.99 times his “"base amount” " (the “"Alternative Severance Payment”)") , reduced as provided below. The value of the payments to be made under Section 4.7(b6(b) and Xxxxxxxxx’x the Employee's base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below. The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received, received or to be received, received by Xxxxxxxxx the Employee in connection with a Change of Control of the Company or his termination of employment unless (i) Xxxxxxxxx the Employee shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative alternative Severance Payment; , (ii) in the opinion of tax counsel selected by the Company’s 's independent auditors, such other payment or benefit does not constitute a “"parachute payment” " within the meaning of Section 280G(b)(2) of the Code; , or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits that which constitute “"parachute payments” " within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

Limited Benefit. Notwithstanding any of the provisions of Section 4.7 or other provisions in this Agreement to the contrary, if any payments or benefits received, or to be received, by Xxxxxxxxx Xxxxxxx (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or its subsidiaries; any person whose actions result in a Change of Control; or any person affiliated with the Company or such person) constitute “parachute payments” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”), and the value thereof exceeds 2.99 times Xxxxxxxxx’x Xxxxxxx’x “base amount,” as defined in Section 280G(b)(3) of the Code, then in lieu thereof, the Company shall pay XxxxxxxxxXxxxxxx, as soon as practicable following the termination of Xxxxxxxxx’x Xxxxxxx’x employment by the Company but in no event later than thirty (30) days after the expiration of any revocation period following Xxxxxxxxx’x Xxxxxxx’x execution of any release referred to in this Agreement, a lump-sum cash payment equal to 2.99 times his “base amount” (the “Alternative Severance Payment”), reduced as provided below. The value of the payments to be made under Section 4.7(b) and Xxxxxxxxx’x Xxxxxxx’x base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below. The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received, or to be received, by Xxxxxxxxx Xxxxxxx in connection with a Change of Control of the Company or his termination of employment unless (i) Xxxxxxxxx Xxxxxxx shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment; (ii) in the opinion of tax counsel selected by the Company’s independent auditors, such other payment or benefit does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.

Limited Benefit. Notwithstanding any of the provisions of Section 4.7 or other provisions in this Agreement to the contrary, if any payments or benefits received, or to be received, by Xxxxxxxxx Winterbottom (whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement with the Company or its subsidiaries; any person whose actions result in a Change of Control; or any person affiliated with the Company or such person) constitute “parachute payments” within the meaning of Section 280G(b)(2)(A) of the Internal Revenue Code (the “Code”), and the value thereof exceeds 2.99 times Xxxxxxxxx’x Winterbottom’s “base amount,” as defined in Section 280G(b)(3) of the Code, then in lieu thereof, the Company shall pay XxxxxxxxxWinterbottom, as soon as practicable following the termination of Xxxxxxxxx’x Winterbottom’s employment by the Company but in no event later than thirty (30) days after the expiration of any revocation period following Xxxxxxxxx’x Winterbottom’s execution of any release referred to in this Agreement, a lump-sum cash payment equal to 2.99 times his “base amount” (the “Alternative Severance Payment”), reduced as provided below. The value of the payments to be made under Section 4.7(b) and Xxxxxxxxx’x Winterbottom’s base amount shall be determined in accordance with temporary or final regulations, if any, promulgated under Section 280G of the Code and based upon the advice of the tax counsel referred to below. The Alternative Severance Payment shall be reduced by the amount of any other payment or the value of any benefit received, or to be received, by Xxxxxxxxx Winterbottom in connection with a Change of Control of the Company or his termination of employment unless (i) Xxxxxxxxx Winterbottom shall have effectively waived his receipt or enjoyment of such payment or benefit prior to the date of payment of the Alternative Severance Payment; (ii) in the opinion of tax counsel selected by the Company’s independent auditors, such other payment or benefit does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; or (iii) in the opinion of such tax counsel, the Alternative Severance Payment plus all other payments or benefits that constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as a deduction by reason of Section 280G of the Code. The value of any non-cash benefit or any deferred payment or benefit shall be determined in accordance with the principles of Section 280G(d)(3) and (4) of the Code.