Common use of Parachute Limitation Clause in Contracts

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. 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.