Payment Limitation Determinations Clause Samples
The Payment Limitation Determinations clause establishes the rules and criteria for setting maximum payment amounts that can be made under a contract or program. In practice, this clause outlines the methods used to calculate payment caps, identifies which payments are subject to these limits, and may specify exceptions or adjustments based on participant eligibility or program requirements. Its core function is to ensure that payments do not exceed predetermined thresholds, thereby promoting fairness, compliance with regulations, and effective budget management.
Payment Limitation Determinations. All determinations required to be made under this Section 6 shall be made by a public accounting firm selected by the Company that is reasonably acceptable to the Executive (the “Accounting Firm”). The Accounting Firm shall provide its calculations, together with detailed supporting documentation, both to the Company and the Executive within 15 days after the receipt of notice from the Company that there has been a Payment (or at such earlier times as is requested by the Company) and, with respect to any Limited Payment Amount, a reasonable opinion to the Executive that the Executive is not required to report any excise tax on the Executive’s federal income tax return with respect to the Limited Payment Amount (collectively, the “Determination”). In the event that the Accounting Firm is serving as an accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall appoint another nationally recognized public accounting firm to make the determination required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by the Company. The Determination by the Accounting Firm shall be binding upon the Company and the Executive (except as provided in Section 6(c) below).