Parachute Limitation. Notwithstanding any other provision of this Agreement, the Executive shall not have any right to receive any payment or other benefit under this Agreement, any other agreement, or any benefit plan if such right, payment or benefit, taking into account all other rights, payments or benefits to or for the Executive under this Agreement, all other agreements, and all benefit plans, would cause any right, payment or benefit to the Executive under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a “Parachute Payment”). In the event that the receipt of any such right or any other payment or benefit under this Agreement, any other agreement, or any benefit plan would cause the Executive to be considered to have received a Parachute Payment under this Agreement, then the Executive shall have the right, in the Executive’s sole discretion, to designate those rights, payments or benefits under this Agreement, any other agreements, and/or any benefit plans, that should be reduced or eliminated so as to avoid having the right, payment or benefit to the Executive under this Agreement be deemed to be a Parachute Payment.
Parachute Limitation. Notwithstanding anything herein to the contrary, if any amount or distribution by the Company to or for the benefit of Executive (whether or not paid or distributed pursuant to the terms of this Agreement or otherwise) would subject Executive to an excise tax under Section 4999 of the Code (such excise tax, together with any interest and penalties thereon, hereinafter referred to as the "Excise Tax") on "excess parachute payments," as defined in Section 280G of the Code, the amounts payable under Section 4 (and any other necessary amounts) shall be reduced by the smallest amount necessary to avoid the imposition of the Excise Tax. 4 4
Parachute Limitation. If Executive is a "disqualified individual" -------------------- (as defined in Section 280G(c) of the Code), any non-Transferable share pursuant to Section 1.(a) shall not become Transferable by operation of the terms of ------------- Section 2 (i) to the extent that the right to any payment or benefit, taking --------- into account all other rights, payments or benefits to or for Executive, would cause any payment or benefit to Executive under this Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a --------- ------- --- Parachute Payment, the aggregate after-tax amounts, received by Executive from the Company under this Agreement, and all other rights, payments or benefits to or for Executive would be less than the maximum after-tax amount that could be received by Executive without causing the payment or benefit to be considered a Parachute Payment. In the event that, but for the provisions of this Section 3, --------- Executive would be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by Executive as described in clause (ii) of the preceding sentence, then Executive shall designate the rights, payments or benefits under this Agreement and any benefit arrangements to be reduced or eliminated (in such manner as Executive may determine, in his sole discretion) so as to avoid having the payment or benefit to Executive under this Agreement to be deemed a Parachute Payment.
Parachute Limitation. (i) Notwithstanding any other provision of this Agreement, in the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (“Excise Tax”), then the portion of the Covered Payments that would be treated as “parachute payments” under Code Section 280G (“Covered Parachute Payments”) shall be reduced so that the Covered Parachute Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below); provided that such reduction to the Covered Payments shall be made only if the total after-tax benefit to the Executive is greater after giving effect to such reduction than if no such reduction had been made. For purposes of this Agreement, the term “
Parachute Limitation. If Consultant is a “disqualified individual,” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by Consultant with the Company (“Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to Consultant, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Consultant (“Benefit Arrangement”), any right to exercise, vesting, payment or benefit to Consultant under this Agreement shall be reduced or eliminated:
Parachute Limitation a. Notwithstanding any other provision of this Agreement, in the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision or any comparable provision of state, local or foreign law) (“Excise Tax”), then the portion of the Covered Payments that would be treated as “parachute payments” under Code Section 280G (“Covered Parachute Payments”) shall be reduced so that the Covered Parachute Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below). For purposes of this Agreement, the term “
Parachute Limitation. (i) If at any time or from time to time, it shall be determined by an independent nationally known financial accounting or law firm experienced in such matters selected by the Company (“Tax Professional”) that any payment or other benefit to the Covered Executive pursuant to the ESP or otherwise (“Potential Parachute Payment”) is or will, but for the provisions of this Section 3.2(d), become subject to the excise tax imposed by section 4999 of the Code or any similar tax payable under any state, local, foreign or other law, but expressly excluding any income taxes and penalties or interest imposed pursuant to section 409A of the Code (“Excise Taxes”), then the Covered Executive’s Potential Parachute Payment will be either (A) provided to the Covered Executive in full, or (B) provided to the Covered Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Taxes, whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by the Covered Executive, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Taxes (“Payments”).
Parachute Limitation. (a) Notwithstanding any other provision of this Agreement, in the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Code (or any successor provision or any comparable provision of state, local or foreign law) (“Excise Tax”), then the portion of the Covered Payments that would be treated as “excess parachute payments” under Code Section 280G (“Covered Parachute Payments”) shall be reduced so that no amount of the Covered Parachute Payments, in the aggregate, are subject to the Excise Tax, if and only if, taking into account all applicable federal, state, local and foreign income and employment taxes, the Excise Tax, and any other applicable taxes, results in the receipt by the Executive, on an after-tax basis, of a greater amount of Covered Payments than if not so reduced. In the event that it is determined that the amount of any Covered Payments will be reduced in accordance with this Section 8(a), the same independent tax professional experienced in the completion of the calculations described in this Section 8 (“Tax Professional”) making the determinations described in Section 8(b) below shall designate which of the Covered Payments shall be reduced and to what extent in a manner that maximizes the Executive’s economic benefit of the Covered Payments. In the event that it is determined that a reduction of the Covered Payments would not result in a greater after-tax amount of benefits under this Agreement to the Executive, then no reduction shall be made under this Section 8(a).
Parachute Limitation. (i) Notwithstanding any other provision of this Agreement, in the event that any amount or benefit that may be paid or otherwise provided to or in respect of the Executive by or on behalf of the Company or any affiliate, whether pursuant to this Agreement or otherwise (collectively, “Covered Payments”), is or may become subject to the tax imposed under Section 4999 of the Code (or any successor provision or any comparable provision of state, local or foreign law) (“Excise Tax”), then the portion of the Covered Payments that would be treated as “parachute payments” under Code Section 280G (“Covered Parachute Payments”) shall be reduced so that the Covered Parachute Payments, in the aggregate, are reduced to the Safe Harbor Amount (as defined below); provided that such reduction to the Covered Payments shall be made only if the total after-tax benefit to the Executive is greater after giving effect to such reduction than if no such reduction had been made. For purposes of this Agreement, the term “
Parachute Limitation. The payments and benefits Tholxx xx entitled to under this Agreement and all other contracts, arrangements, or programs shall not, in the aggregate, exceed the maximum amount that may be paid to Tholxx xxxhout triggering golden parachute penalties under Section 280G and related provisions of the Internal Revenue Code, as determined in good faith by the Company's independent auditors. If Tholxx'x xxxefits must be cut back to avoid triggering such penalties, Tholxx'x xxxefits shall be cut back in the priority order designated by Tholxx xx, if Tholxx xxxls promptly to designate an order, in the priority order designated by the Company. If an amount in excess of the limit set forth in this Section is paid to Tholxx, Xxolxx xxxt repay the excess amount to the Company upon demand, with interest at the rate provided for in Internal Revenue Code Section 1274(b)(2)(B). Tholxx xxx the Company agree reasonably to cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of golden parachute penalties with respect to payments or benefits Tholxx xxxeives. No part of this Agreement is made in contemplation of, or anticipates any presently impending change in, ownership or control. Further, no payment to be made to Tholxx xx accordance with any provision of this Agreement, except Paragraph 4E entitled "Termination Following Change in Control", is contingent upon a change in ownership or control of the Company. This Agreement does not provide for payments to Tholxx xxxch are significantly different in amount, timing, terms, or conditions from those provided under contracts entered into by the Company and individuals performing comparable services.
