Common use of Maximum Payment Clause in Contracts

Maximum Payment. The Severance Payments available to Executive under this section 2 are the sole and exclusive severance payments and benefits to which Executive may be entitled upon termination except that Executive may be entitled to certain severance and benefits pursuant to the Retention Agreement (“Retention Agreement”) entered into by and between Executive and DI. Should payment under the Retention Agreement be required according to its terms, the amount of the Severance Payment due under the terms of this Agreement shall be decreased by all payments made pursuant to the Retention Agreement. Executive shall not be entitled to receive any other severance-related payments or benefits under any other plan or agreement which may from time to time be made available to other employees of Acxiom. Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive which constitute “parachute payments,” as defined in Section 280G of the Code, and the net after-tax amount of any such parachute payments is less than the net after-tax amount if the aggregate payments made to Executive were three times Executive’s “base amount” (as defined in Section 280G of the Code), less $1.00, then the payments made to the Executive shall be limited to one dollar ($1.00) less than the amount that would cause the payments to the Executive (including payments to the Executive which are not included in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Code. The determinations to be made with respect to this Section 2.2 (other than any determination as to which parachute payments shall be reduced, which shall be made by Executive in his sole discretion) shall be made by Acxiom’s independent accountants, which shall be paid by Acxiom for the services to be provided hereunder. For purposes of making the calculations required by this Section, the accountants may make reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Maximum Payment. The Severance Payments available Except as otherwise provided in subsection B below, if part or all of any amount to be paid to Executive by Mercantile under this section 2 are Agreement or otherwise constitutes a “parachute payment” (or payments) under Section 280G or any other similar provision of the sole and exclusive severance Internal Revenue Code of 1986, as amended (the “Code”), the following limitation shall apply: If the aggregate present value of such parachute payments and benefits to which Executive may be entitled upon termination except that Executive may be entitled to certain severance and benefits pursuant to (the Retention Agreement (“Retention AgreementParachute Amount”) entered into by and between Executive and DI. Should payment under the Retention Agreement be required according to its terms, the amount of the Severance Payment due under the terms of this Agreement shall be decreased by all payments made pursuant to the Retention Agreement. Executive shall not be entitled to receive any other severance-related payments or benefits under any other plan or agreement which may from time to time be made available to other employees of Acxiom. Notwithstanding anything to the contrary in this Agreement, if there are payments to the Executive which constitute exceeds 2.99 times Executive’s “parachute payments,base amount” as defined in Section 280G of the Code, the amount otherwise payable to or for the benefit of the Executive subsequent to the termination of his employment, and taken into account in calculating the net after-tax amount of any such parachute payments Parachute Amount (the “Termination Payment”), shall be reduced as further described below, to the extent necessary so that the Parachute Amount is less than equal to 2.99 times the net after-tax amount if the aggregate payments made to Executive were three times Executive’s “base amount” (as defined in Section 280G of the Code), less $1.00, then the payments made to the Executive shall be limited to one dollar ($1.00) less than the amount that would cause the payments to the Executive (including payments to the Executive which are not included ”. Any determination or calculation described in this Agreement) to be subject to the excise tax imposed by Section 4999 of the Code. The determinations to be made with respect to this Section 2.2 (other than any determination as to which parachute payments shall be reduced, which Paragraph shall be made by Mercantile’s independent accountants at Mercantile’s expense. Such determination, and any proposed reduction in termination payments shall be furnished in writing promptly by the accountants to the Executive. The Executive may then elect, in his sole discretion) , which and how much of any particular termination payment shall be reduced and shall advise Mercantile in writing of his election, within thirty (30) days of the accountant’s determination, of the reduction in Termination Payments. If no such election is made by Acxiom’s independent accountantsthe Executive within such thirty (30) day period, Mercantile may elect which and how much of any termination payment shall be paid by Acxiom reduced and shall notify the Executive promptly of such election. As promptly as practicable following such determination and the elections hereunder, Mercantile shall pay to or distribute to or for the services benefit of the Executive such amounts as are then due to the Executive. Any disagreement regarding a reduction in termination payments will be subject to arbitration under this Agreement. Neither the Executive’s designation of specific payments to be provided hereunder. For purposes reduced nor the Executive’s acceptance of making reduced payments shall waive the calculations required by this Section, the accountants may make reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeExecutive’s right to contest such reduction.