Section 162(m) Limitation Sample Clauses

Section 162(m) Limitation. Subject to the provisions of Section 4.2, no employee of the Company or of an Affiliated Company shall be eligible to be granted Options covering more than 2,000,000 shares of Common Stock during any calendar year.

Section 162(m) Limitation. In the event and to the extent that the payments due to ▇▇▇▇▇▇▇ under this Agreement exceed the “reasonable compensation” limitations of Section 162(m) of the Code, the portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to ▇▇▇▇▇▇▇ on the date that is sixteen (16) months following the termination of ▇▇▇▇▇▇▇’▇ employment, together with interest thereon at the rate provided in Section 7872(f)(2) of the Code.

Section 162(m) Limitation. Notwithstanding anything to the contrary in paragraphs 2 through 5, the maximum bonus that may be earned with respect to any single Performance Year may not exceed $1 million. Otherwise earned bonuses during a Performance Year shall be reduced in the following order until the total earned bonuses for that year are reduced to $1 million: (a) the Adjusted Operating Margin bonus under paragraph 4, and then if necessary (b) the expanded business relationship bonus under paragraph 5, and then if necessary (c) the run- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION rate revenue bonus under paragraph 4, and then if necessary (d) the Signed Contract bonus under paragraph 3, and then if necessary (e) any “restoration amount” (as defined below) attributable to a prior Performance Year. Any earned bonus for a Performance Year shall be eligible to be earned in the following Performance Year provided that there is no erosion in the financial results for that bonus. For example, if Adjusted Operating Margin for the 2008 Performance Year is [____]* and the earned amount is reduced by [____]* due to the $1 million limitation, the [____]* will again be earned for the 2009 Performance Year so long as the Adjusted Operating Margin is at least [____]*. Any amount restored under this paragraph 6 shall be referred to as a “restoration amount.”

Section 162(m) Limitation. Subject to the provisions of Section 11 relating to adjustments upon changes in stock, no employee shall be eligible to be granted Options covering more than five thousand (5,000) shares of the Common Stock during any calendar year. This subsection 5(c) shall not apply prior to the Listing Date and, following the Listing Date, this subsection 5(c) shall not apply until (i) the earliest of: (1) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan in accordance with Section 4); (2) the issuance of all of the shares of Common Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or (4) the first meeting of stockholders at which Directors of the Company are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder.

Section 162(m) Limitation. Subject to the provisions of Section 11 relating to adjustments upon changes in the shares of Common Stock, no Employee shall be eligible to be granted Options covering more than four hundred thousand (400,000) shares of Common Stock of the Company during any calendar year; provided, however that to the extent that Options are granted in connection with the commencement of employment of any person, the total number of shares of the Company’s common stock covered under such Options shall not exceed seven hundred thousand (700,000) shares. This subsection 5(c) shall not apply prior to the Listing Date and, following the Listing Date, this subsection 5(c) shall not apply until (i) the earliest of: (1) the first material modification of the Plan (including any increase in the number of shares reserved for issuance under the Plan in accordance with Section 4); (2) the issuance of all of the shares of Common Stock reserved for issuance under the Plan; (3) the expiration of the Plan; or (4) the first meeting of stockholders at which Directors are to be elected that occurs after the close of the third calendar year following the calendar year in which occurred the first registration of an equity security under Section 12 of the Exchange Act; or (ii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated thereunder.

Section 162(m) Limitation. In the event that the payments due to Lamb under this Section 6 exceed the "reasonable compensation" limitations of Section 162(m) of the Code, that portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Lamb on the date that is sixteen (16) months following the Date of Termination, together with interest thereon at the rate provided in Section 7872(f)(2) of the Code.

Section 162(m) Limitation. In the event and to the extent that the payments due to Winterbottom under this Agreement exceed the “reasonable compensation” limitations of Section 162(m) of the Code, the portion thereof that would not be deductible by the Company in the taxable year in which the payment is due shall be deferred by the Company and paid to Winterbottom on the date that is sixteen (16) months following the termination of Winterbottom’s employment, together with interest thereon at the rate provided in Section 7872(f)(2) of the Code.