Parachute Payment Cut-Back Sample Clauses

Parachute Payment Cut-Back. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment under this Agreement would, when combined with all other payments Executive receives from the Company or any successor or parent or subsidiary thereof, but for this Paragraph 14, be considered an “excess parachute payment” under Section 280G of the Internal Revenue Code, then such Payments shall be reduced (with cash payments being reduced before Stock Award compensation) as would result in no portion of the payments being considered “excess parachute payments” under Section 280G of the Internal Revenue Code; but only to the extent such reduction does not result in Executive receiving on a net basis after all taxes, including excise taxes, less than Executive would have received net after all taxes, including excise taxes, without regard to the reduction. If such reduction would result in Executive receiving less on a net basis, then his payment shall not be reduced in excess of an amount that would net him at least as much as he would have received on a net basis without regard to the reduction.

Parachute Payment Cut-Back. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment under this Agreement would, when combined with all other payments the Executive receives from the Company or any successor or parent or subsidiary thereof, but for this paragraph 13, be considered an “excess parachute payment” under Section 280G of the Internal Revenue Code and any regulations or Treasury guidance promulgated thereunder (the “Code”), then such payments shall be reduced (with cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, provided that, in the case of all of the foregoing payments, compensation and benefits, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c)) as would result in no portion of the payments being considered “excess parachute payments” under Section 280G of the Code; but only to the extent such reduction does not result in the Executive receiving on a net basis after all taxes, including excise taxes, less than the Executive would have received net after all taxes, including excise taxes, without regard to the reduction. If such reduction would result in the Executive receiving less on a net basis, then his payment shall not be reduced in excess of an amount that would net him at least as much as he would have received on a net basis without regard to the reduction. Any determinations that are made pursuant to this paragraph 13 shall be made by a nationally recognized certified public accounting firm that shall be selected by the Company (and paid by the Company) prior to any transaction that is subject to Section 280G of the Code and reasonably acceptable to the Executive (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to the Executive setting forth in reasonable detail the basis of the Accountant’s determinations.

Parachute Payment Cut-Back