Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code and, but for this Section 9, would be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. Notwithstanding 1. If any other provision of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a change of control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement agreement, or otherwise) (all such payments collectively referred to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (herein as the “Covered 280G Payments”) constitute “parachute payments (the “Parachute Payments”) payments” within the meaning of Section 280G of the Code andand would, but for this Section 9V.H, would be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee the Executive of the Covered 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered 280G Payments is subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “Net Benefit” shall mean the present value of the Covered 280G Payments net of all federal, state, local, foreign income, employment employment, and excise taxes.. Any reduction made pursuant to this Section V.H shall be made in a manner determined by the Companies that is consistent with the requirements of Section 409A.

Section 280G. Notwithstanding (a) If any other provision of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement arrangement, or agreement agreement, or otherwise) (all such payments collectively referred to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (herein as the “Covered 280G Payments”) constitute “parachute payments (the “Parachute Payments”) payments” within the meaning of Section 280G of the Internal Revenue Code and, but for this Section 9, would (the “Code”) and will be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) payment made to Employee the Executive of the Covered 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered 280G Payments is are subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “Net Benefit” shall mean the present value of the Covered 280G Payments net of all federal, state, local, foreign income, employment employment, and excise taxes.. Any reduction made pursuant to this Section 5.7(a) shall be made in a manner determined by the Company that is consistent with the requirements of Code Section 409A.

Section 280G. (i) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to Employee the Executive or for Employee’s the Executive's benefit pursuant to the terms of this Agreement or otherwise (the “"Covered Payments”") constitute parachute payments (the “"Parachute Payments”") within the meaning of Section 280G of the Code andand would, but for this Section 9, would Paragraph 9(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “"Excise Tax”"), then prior to making the Covered Payments, a calculation shall be made comparing (iI) the Net Benefit (as defined below) to Employee the Executive of the Covered Payments after payment of the Excise Tax to (iiII) the Net Benefit to Employee the Executive of the Covered Payments if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if In the event that the amount calculated under (iI) above is less than the amount under (iiII) above will above, then the Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “"Net Benefit” " shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. Notwithstanding (a) If any other provision of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or Executive's termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement agreement, or otherwise) (all such payments collectively referred to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (herein as the “Covered 280G Payments”) constitute “parachute payments (the “Parachute Payments”) payments” within the meaning of Section 280G of the Code andand would, but for this Section 98, would be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee Executive of the Covered 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee Executive if the Covered 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered 280G Payments is subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “Net Benefit” shall mean the present value of the Covered 280G Payments net of all federal, state, local, foreign income, employment employment, and excise taxes.. Any reduction made pursuant to this Section 8 shall be made in a manner determined by the Company that is consistent with the requirements of Section 409A.

Section 280G. Notwithstanding If any other provision of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement agreement, or otherwise) (all such payments collectively referred to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (herein as the “Covered 280G Payments”) constitute “parachute payments (the “Parachute Payments”) payments” within the meaning of Section 280G of the Code andand would, but for this Section 96(b), would be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered 280G Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee the Executive of the Covered 280G Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered 280G Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered 280G Payments is subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “Net Benefit” shall mean the present value of the Covered 280G Payments net of all federal, state, local, and foreign income, employment employment, and excise taxes. Any reduction made pursuant to this Section 5(b) shall be made in a manner determined by the Company that is consistent with the requirements of Section 409A of the Code.

Section 280G. Notwithstanding any other provision of this Agreement letter or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to Employee you or for Employee’s your benefit pursuant to the terms of this Agreement letter or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code and(“Section 280G”) and would, but for this Section 9, would section be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (or any successor provision thereto) (“Section 4999”) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee you of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee you if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to Employee the Executive or for Employee’s the Executive's benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code andand would, but for this Section 9, would 5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee the Executive of the Covered Payments after payment payment, directly or indirectly, by Executive of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if Unless the amount calculated under (i) above is less 2% greater than the amount under (ii) above will above, the Covered Payments will be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to the Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code andand would, but for this Section 9, would 5 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). For purposes of this Agreement, “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. 24.1 Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Corporation or its affiliates the Partnership to Employee the Executive or for Employeethe Executive’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”) and would, but for this Section 9, would 24 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates the Company to Employee the Executive or for Employeethe Executive’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code and(“Parachute Payments”) and would, but for this Section 9, would 11 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made in the manner set forth in Section 11(c) comparing (i) the Net Benefit (as defined below) to Employee the Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if If, and only if, the amount calculated under (i) above is less than the amount under (ii) above will above, the Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code and, but for this Section 9, would be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.the

Section 280G. (i) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to Employee the Executive or for Employee’s the Executive's benefit pursuant to the terms of this Agreement or otherwise (the “"Covered Payments”") constitute parachute payments (the “"Parachute Payments”") within the meaning of Section 280G of the Code andand would, but for this Section 9, would 9(c) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “"Excise Tax”"), then prior to making the Covered Payments, a calculation shall be made comparing (iI) the Net Benefit (as defined below) to Employee the Executive of the Covered Payments after payment of the Excise Tax to (iiII) the Net Benefit to Employee the Executive of the Covered Payments if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if In the event that the amount calculated under (iI) above is less than the amount under (iiII) above will above, then the Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”)Tax. “"Net Benefit” " shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. Notwithstanding any other provision of this Agreement letter or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to Employee you or for Employee’s your benefit pursuant to the terms of this Agreement letter or otherwise (the “"Covered Payments”") constitute parachute payments (the “"Parachute Payments”") within the meaning of Section 280G of the Internal Revenue Code and("Section 280G") and would, but for this Section 9, would section be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code (or any successor provision thereto) ("Section 4999") or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “"Excise Tax”"), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to Employee you of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee you if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “"Reduced Amount”"). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes."

Section 280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to the Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Code Section 280G of the Code andand would, but for this Section 9, would 15 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined belowhereafter defined) to the Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.

Section 280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by Employer the Company or its affiliates to the Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise (the “Covered Payments”) constitute parachute payments (the “Parachute Payments”) within the meaning of Section 280G of the Code andand would, but for this Section 9, would 10 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit (as defined below) to the Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to the Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes.