Common use of Make-Up Payment Clause in Contracts

Make-Up Payment. In the event that Executive’s separation pay under Section 4.3(a)(i) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Employee equal to the difference between (x) One Half (1/2) of Employee’s Base Compensation as of the Termination Date and (y) the amount payable to Employee under Section 4.3(a)(i). Such lump sum payment shall be paid to Employee no later than sixty (60) days following the Termination Date, provided that Employee has satisfied the conditions described in Section 4.5. The Company and Employee intend the payment under this Section 4.3(a)(ii) to be a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).

Make-Up Payment. In the event that ExecutiveEmployee’s separation pay under Section 4.3(a)(i4.3(b)(i) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Employee equal to the difference between (x) One Half (1/2) of Employee’s Base Compensation as of the Termination Date and (y) the amount payable to Employee under Section 4.3(a)(i4.3(b)(i). Such lump sum payment shall be paid to Employee no later than sixty (60) days following the Termination Date, provided that Employee has satisfied the conditions described in Section 4.5. The Company and Employee intend the payment under this Section 4.3(a)(ii4.3(b)(ii) to be a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).

Make-Up Payment. In the event that ExecutiveEmployee’s separation pay under Section 4.3(a)(i4.4(a)(ii) above is limited by application of clause (A) or (B) thereof, then the Company shall make an additional lump sum payment to Employee equal to the difference between (x) One Half (1/2) of two times Employee’s Base Compensation as of the Termination Date and (y) the amount payable to Employee under Section 4.3(a)(i4.4(a)(ii). Such lump sum payment shall be paid to Employee no later than sixty (60) days following the Termination Date, provided that Employee has satisfied the conditions described in Section 4.5. The Company and Employee intend the payment under this Section 4.3(a)(ii4.4(a)(iii) to be a short-term deferral under Treas. Reg. § 1.409A-1(b)(4).