Common use of Severance Amount Clause in Contracts

Severance Amount. Xx. Xxxxxxx shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to Xx. Xxxxxxx an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to Xx. Xxxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by Xx. Xxxxxxx, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. Xxxxxxx, Southern and the Company.

Severance Amount. Xx. Xxxxxxx Xxxxxxxxx shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to Xx. Xxxxxxx Xxxxxxxxx an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to Xx. Xxxxxxx Xxxxxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x Xxxxxxxxx’x “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Xxxxxxxxx’x Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by Xx. XxxxxxxXxxxxxxxx, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxXxxxxxxxx, Southern and the Company.

Severance Amount. Xx. Xxxxxxx shall be paid Mr. McCraxx xxxxx xx xaid in cash an amount equal to three times his Annual Compensation hxx Xxxxxx Xompensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Xx. Xxxxxxx Mr. McCrary an additional amount calculated by determining the amount of tax amxxxx xx xxx under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to Xx. Xxxxxxx Mr. McCrary under Code Section 280G exceeds three (3) times XxMx. Xxxxxxx’x “XxXxxxx's "base amount” " (as such term is defined under Code Section 280Coxx Xxxxxxx 000G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Mr. McCrary's Base Amount, less all other “"parachute payments” paymentx" (as such term xx xxxx xxrm is defined under Code Section 280G) received by Xx. XxxxxxxMr. McCrary, less one dollar (the “"Capped Amount”"), if the Capped AmountCapxxx Xxxxxx, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxMr. McCrary, Southern and the Company.

Severance Amount. Xx. Xxxxxxx shall Mr. Xxxxxxxxx xxxll be paid in cash an amount equal to three times his Annual Compensation xxx Xxxxxx Xompensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Xx. Xxxxxxx Mr. Ratcliffe an additional amount calculated by determining the amount of tax axxxxx xx xxx under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to Xx. Xxxxxxx Mr. Ratcliffe under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x “Mr. Xxxxxxxxx'x "base amount” " (as such term is defined under Code Section 280Cxxx Xxxxxxx 000G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Mr. Ratcliffe's Base Amount, less all other “"parachute payments” " (as such term xx xxxx xxxx is defined under Code Section 280G) received by Xx. XxxxxxxMr. Ratcliffe, less one dollar (the “"Capped Amount”"), if the Capped AmountCaxxxx Xxxxxx, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxMr. Ratcliffe, Southern and the Company.

Severance Amount. Xx. Xxxxxxx Xxxxxs shall be paid in cash an amount equal to three times his Annual timxx xxx Xxxual Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Xx. Xxxxxxx Mr. Bowers an additional amount calculated by determining the amount of xxxxxx xx tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to Xx. Xxxxxxx Mr. Bowers under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x “Mr. Xxxxxx' "base amount” " (as such term is defined under Code Section 280Xxxxxxx 080G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Mr. Bowers' Base Amount, less all other “"parachute payments” " (as such term is defined under Code Section 280G) received by Xx. XxxxxxxMr. Bowers, less one dollar (the “"Capped Amount”"), if the Capped AmountCapxxx Xxxxxx, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxMr. Bowers, Southern and the Company.

Severance Amount. XxMx. Xxxxxxx shall be paid in cash an amount equal to three times his Annual timex xxx Xxxxxl Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Xx. Xxxxxxx Mr. Fanning an additional amount calculated by determining the amount of tax axxxxx xx xxx under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to Xx. Xxxxxxx Mr. Fanning under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x “Mr. Xxxxxxx'x "base amount” " (as such term is defined under Code Section 280Xxxxxxx 000G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Mr. Fanning's Base Amount, less all other “"parachute payments” " (as such term xx xxxx xxxx is defined under Code Section 280G) received by Xx. XxxxxxxMr. Fanning, less one dollar (the “"Capped Amount”"), if the Capped AmountCappxx Xxxxxx, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxMr. Fanning, Southern and the Company.

Severance Amount. Xx. Mr. Xxxxxxx shall xxxll be paid in cash an amount equal to three times his xxxxx xxx Annual Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Xx. Xxxxxxx Mr. Holland an additional amount calculated by determining the amount xxx xxxxxx of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to Xx. Xxxxxxx Mr. Holland under Code Section 280G exceeds three (3) times timex Xx. Xxxxxxx’x “Xxxxxnd's "base amount” " (as such term is defined under Code Section Xxxx Xxxxxxx 280G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Mr. Holland's Base Amount, less all other “"parachute payments” paymexxx" (as such xx xxxx term is defined under Code Section 280G) received by Xx. XxxxxxxMr. Holland, less one dollar (the “"Capped Amount”"), if the Capped AmountXxxxxx Xxxxnt, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxMr. Holland, Southern and the Company.

Severance Amount. Xx. Xxxxxxx Xxxxxx shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to Xx. Xxxxxxx Xxxxxx an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to Xx. Xxxxxxx Xxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x Xxxxxx’ “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x Xxxxxx’ Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by Xx. XxxxxxxXxxxxx, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxXxxxxx, Southern and the Company.

Severance Amount. Xx. Xxxxxxx XxXxxxx shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to Xx. Xxxxxxx XxXxxxx an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to Xx. Xxxxxxx XxXxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxxx’x XxXxxxx’x “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times Xx. Xxxxxxx’x XxXxxxx’x Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by Xx. XxxxxxxXxXxxxx, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon Xx. XxxxxxxXxXxxxx, Southern and the Company.