Common use of Severance Benefits Clause in Contracts

Severance Benefits. If Xx. Xxxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. 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. Xxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'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. Xxxxxx'x Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Xx. Xxxxxx, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Xxxxxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Xxxxxxxx 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. Xxxxxx Xxxxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Xxxxxxxx'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. Xxxxxx'x Xxxxxxxx'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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Xxxxxxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx 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. Xxxxxx Xxxxxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'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. Xxxxxx'x Xxxxxxxxx'x Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxXxxxxxxxx, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Franklin meets the eligibility requirements of Paragraph 2.(aParagrxxx 0.(x) hereofxxreof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Franklin an additional amount calculated by determining the amount determinixx xxx xxxxxt 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. Xxxxxx Mr. Franklin under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxxxklin's "base amount" (as such term is defined under Code Section undxx 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. Xxxxxx'x Mr. Franklin's Base Amount, less all other "parachute paymentspayxxxxx" (as such xx xxxh term is defined under Code Section 280G) received by Xx. XxxxxxMr. Franklin, less one dollar (the "Capped Amount"), if the Capped AmountXxxxxx Xxount, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Xxxxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx 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. Xxxxxx Xxxxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'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. Xxxxxx'x Xxxxxxx'x 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Evans meets the eligibility requirements of requirexxxxx xx Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Evans an additional amount calculated by determining calculatxx xx xxxermining 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. Xxxxxx Mr. Evans under Code Section 280G exceeds three exceexx xxxxx (3) times Xx. Xxxxxx'x Mr. Evans's "base amount" (as such term is defined xx xxxxxxx 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. Xxxxxx'x Mr. Evans's Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Evans, less one dollar (the "Capped AmountXxxxxx"), 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 Paragraph 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, amounts e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Franklin meets the eligibility requirements of Paragraph xx Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Franklin 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. Xxxxxx Mr. Franklin under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Franklin's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Franklin's Base Amount, less all other "parachute paymentsparaxxxxx xxxxxxxx" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Franklin, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. McCrary meets the eligibility requirements of Paragraph ox Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. McCrary 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. Xxxxxx Mr. McCrary under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. McCrary's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. McCrary's Base Amount, less all other "parachute paymentsparacxxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. McCrary, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Ratcliffe meets the eligibility requirements of Paragraph xx Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Ratcliffe 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. Xxxxxx Mr. Ratcliffe under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Ratcliffe's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Ratcliffe's Base Amount, less all other "parachute paymentsparxxxxxx xxxxxxxx" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Ratcliffe, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Fanning meets the eligibility requirements of Paragraph 2.(aParagxxxx 0.(x) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Fanning an additional amount calculated by determining the amount determinxxx xxx xxxunt 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. Xxxxxx Mr. Fanning under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxnning's "base amount" (as such term is defined under Code Section unxxx 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. Xxxxxx'x Mr. Fanning's Base Amount, less all other "parachute paymentspaxxxxxx" (as such xx xuch term is defined under Code Section 280G) received by Xx. XxxxxxMr. Fanning, less one dollar (the "Capped Amount"), if the Capped Cappex 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.. (c)

Severance Benefits. If Xx. Xxxxxx Mr. Hairston meets the eligibility requirements of Paragraph xx Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Hairston 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. Xxxxxx Mr. Hairston under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Hairston's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Hairston's Base Amount, less all other "parachute paymentsparaxxxxx xxxxxxxx" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Hairston, 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 Paragraph 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, amounts e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Bowers meets the eligibility requirements of Paragraph 2.(aParagrxxx 0.(x) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Bowers an additional amount calculated by determining the amount determinixx xxx xxxunt 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. Xxxxxx Mr. Bowers under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Bxxxxx' "base amount" (as such term is defined under Code Section undex Xxxx Xxxtion 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. Xxxxxx'x Mr. Bowers' Base Amount, less all other "parachute payments" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Bowers, less one dollar (the "Capped Amount"), if the Capped Amounttxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.. (c)

Severance Benefits. If Xx. Xxxxxx Mr. Klappa meets the eligibility requirements of Paragraph 2.(aParagxxxx 0.(x) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Klappa an additional amount calculated by determining the amount determinxxx xxx xxount 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. Xxxxxx Mr. Klappa under Code Section 280G exceeds three (3) times Xx. Mr. Xxxxxx'x "base amount" (as such term is defined under Code Section unxxx Xxxx Xxxtion 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. Xxxxxx'x Mr. Klappa's Base Amount, less all other "parachute payments" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Klappa, less one dollar (the "Capped Amount"), if the Capped Amountxxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Boren meets the eligibility requirements of Paragraph ox Xxxxxxxph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Boren 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. Xxxxxx Mr. Boren under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Boren's "base amount" (as such term is defined under Code defxxxx xxxxx Xxxx 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. Xxxxxx'x Mr. Boren's Base Amount, less all other "parachute paymentsparacxxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Boren, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Fanning meets the eligibility requirements of Paragraph 2.(a) hereofxxxxxx, he xx shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Fanning an additional amount calculated by determining the amount of tax amoxxx 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Fanning under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Faxxxxx'x "base xxse amount" (as such term is defined under Code Section 280G Sexxxxx 000X ("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. Xxxxxx'x Mr. Fanning's Base Amount, less all other "parachute payments" (as such term is xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. Fanning, less one dollar (the "Capped Amount"), if the Capped AmountXxxxxx, reduced xxxuced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Miller meets the eligibility requirements xequirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Miller an additional amount calculated xxxxxxxxxd 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. Xxxxxx Mr. Miller under Code Section 280G exceeds three xxxxxxx xhree (3) times Xx. Xxxxxx'x Mr. Miller's "base amountamounx" (as such xx xxxx 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. Xxxxxx'x Mr. Miller's Base Amount, less all other xxxxx "parachute xxxxchute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Miller, less one dollar dolxxx (the xxx "Capped AmountXxxxxx Xmount"), 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Harris meets the eligibility requirements of Paragraph Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Harris 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. Xxxxxx Mr. Harris under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Harris's "base amount" (as such term is defined under Code defixxx xxxxx Xxxx 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. Xxxxxx'x Mr. Harris's Base Amount, less all other "parachute paymentsparachxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Harris, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Hill meets the eligibility requirements xxxxxrements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Hill an additional amount calculated xxxxxxxxxd 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. Xxxxxx Mr. Hill under Code Section 280G exceeds xxxxxxx three (3) times Xx. Xxxxxx'x Mr. Hill's "base amount" (as such term ax xxxx xxxx 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. Xxxxxx'x Mr. Hill's Base Amount, less all other xxxxx "parachute xxxachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Hill, less one dollar (the thx "Capped Xxxxxd Amount"), if the Capped Amount, reduced by HI I Tax and Income Tax, exceeds what otherwise would have been the Severance severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties heretothereto.

Severance Benefits. If Xx. Xxxxxx Mr. DeNicola meets the eligibility requirements of Paragraph 2.(a) hereofxxxxxx, he xx shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. DeNicola 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. Xxxxxx Mr. DeNicola under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. DxXxxxxx'x "base xase amount" (as such term is defined under Code Section 280G Sxxxxxx 000X ("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. Xxxxxx'x Mr. DeNicola's Base Amount, less all other "parachute payments" (as such term is ax xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. DeNicola, less one dollar (the "Capped Amount"), if the Capped AmountXxxxxx, reduced xxxuced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Ratcliffe meets the eligibility requirements of Paragraph requirementx xx Xxxxxxxxh 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Ratcliffe an additional amount calculated by determining xxxxxxxxxxx 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. Xxxxxx Mr. Ratcliffe under Code Section 280G exceeds three (3) times xxxxx Xx. Xxxxxx'x Ratcliffe's "base amount" (as such term is defined under Code Section xxxxxxx xxxxx Xxxx Xxxxxon 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. Xxxxxx'x Mr. Ratcliffe's Base Amount, less all other "parachute paymentspaxxxxxxx xxxxxxxs" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Ratcliffe, less one dollar (the "Capped Amount"), if the xxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Bowers meets the eligibility requirements of Paragraph 2.(aParxxxxxx 0.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Bowers an additional amount calculated by determining the determxxxxx xxx 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. Xxxxxx Mr. Bowers under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxxxxx' "base amount" (as such term is defined under Code uxxxx Xxxx 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. Xxxxxx'x Mr. Bowers' Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Bowers, less one dollar (the "Capped Amount"), if the Capped Amountix xxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Farris meets the eligibility requirements of Paragraph Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Farris 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. Xxxxxx Mr. Farris under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Farris's "base amount" (as such term is defined under Code defixxx xxxxx Xxxx 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. Xxxxxx'x Mr. Farris's Base Amount, less all other "parachute paymentsparachxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Farris, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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, amounts e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Xxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Xxxxx 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. Xxxxxx Xxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Xxxxx'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. Xxxxxx'x Xxxxx'x Base Amount, less all other "parachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxXxxxx, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Ratcliffe meets the eligibility requirements of Paragraph 2.(a) hereofxxxxxx, he xx shall be entitled to a cash severance benefit in 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. Xxxxxx 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Ratcliffe under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxxxxxxxx'x "base amount" (as such term is defined under Code Section 280G Xxxxxxx 000X ("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. Xxxxxx'x Mr. Ratcliffe's Base Amount, less all other "parachute payments" (as such term is xx xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. Ratcliffe, less one dollar (the "Capped Amount"), if the Capped AmountCappex Xxxxxx, reduced xxxuced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Martin meets the eligibility requirements of Paragraph Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Martin 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. Xxxxxx Mr. Martin under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Martin's "base amount" (as such term is defined under Code defixxx xxxxx Xxxx 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. Xxxxxx'x Mr. Martin's Base Amount, less all other "parachute paymentsparachxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Martin, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Wakefield meets the eligibility requirements of Paragraph 2.(aParagxxxx 0.(x) hereofxxreof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Wakefield an additional amount calculated by determining the amount determinxxx xxx xxxxxt 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. Xxxxxx Mr. Wakefield under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxxxfield's "base amount" (as such term is defined under Code Section unxxx 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. Xxxxxx'x Mr. Wakefield's Base Amount, less all other "parachute paymentspaxxxxxx" (as such xx xxxh term is defined under Code Section 280G) received by Xx. XxxxxxMr. Wakefield, less one dollar (the "Capped Amount"), if the Capped Amountxxx Xxxxxx Xxount, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Ms. Fuller meets the eligibility requirements of Paragraph 2.(aParagraxx 0.(x) hereofxereof, he she shall be entitled to a cash severance benefit in an amount equal to three times his her 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. Xxxxxx Ms. Fuller an additional amount calculated by determining the amount determininx xxx xxxxnt of tax under Code Section 4999 that he she 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. Xxxxxx Ms. Fuller under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Ms. Fuxxxx'x "base amount" (as such term is defined under Code Section undex Xxxx Xxxxxon 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. Xxxxxx'x Ms. Fuller's Base Amount, less all other "parachute payments" (as such xx xxch term is defined under Code Section 280G) received by Xx. XxxxxxMs. Fuller, less one dollar (the "Capped Amount"), if the Capped Amountthx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. McCrary meets the eligibility requirements of Paragraph 2.(a) hereofxxxxxx, he xx shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. McCrary an additional amount calculated by determining the amount of tax amoxxx 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. McCrary under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. McXxxxx'x "base xxse amount" (as such term is defined under Code Section 280G Sexxxxx 000X ("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. Xxxxxx'x Mr. McCrary's Base Amount, less all other "parachute payments" (as such term is xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. McCrary, less one dollar (the "Capped Amount"), if the Capped AmountXxxxxx, reduced xxxuced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Ms. Fuller meets the eligibility requirements xxxuirements of Paragraph 2.(a) hereof, he she shall be entitled to a cash severance benefit in an amount equal to three times his her 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. Xxxxxx Ms. Fuller an additional amount calculated xxxxxxxxxd by determining the amount of tax under Code Section 4999 that he she 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. Xxxxxx Ms. Fuller under Code Section 280G exceeds three xxxxxxx xhree (3) times Xx. Xxxxxx'x Ms. Fuller's "base amount" (as such term xx xxxx xxrm 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. Xxxxxx'x Ms. Fuller's Base Amount, less all other xxxxx "parachute xxxxchute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMs. Fuller, less one dollar dollax (the xxx "Capped AmountXxxxxx Xmount"), 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Pershing meets the eligibility requirements xxquirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Pershing an additional amount calculated amounx xxxxxxxxxx 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. Xxxxxx Mr. Pershing under Code Section 280G exceeds Sectiox 000X xxxxeds three (3) times Xx. Xxxxxx'x Mr. Pershing's "base amountamxxxx" (as such term is xx xxxx xxxx xx 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. Xxxxxx'x Mr. Pershing's Base Amount, less all other lexx xxx xxxxx "parachute payments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Pershing, less one dollar (the "Capped AmountXxxxxx Xxxunt"), 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Martin meets the eligibility requirements of Paragraph 2.(a) hereofhxxxxx, he xx shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Martin an additional amount calculated by determining the amount of tax amouxx 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Martin under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Marxxx'x "base xxxe amount" (as such term is defined under Code Section 280G Secxxxx 000X ("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. Xxxxxx'x Mr. Martin's Base Amount, less all other "parachute payments" (as such term is xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. Martin, less one dollar (the "Capped Amount"), if the Capped AmountAxxxxx, reduced xxxuced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Garrett meets the eligibility requirements of Paragraph 2.(aParaxxxxx 0.(x) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Garrett an additional amount calculated by determining the amount determixxxx xxx xxount 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. Xxxxxx Mr. Garrett under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xarrett's "base amount" (as such term is defined under Code Section uxxxx 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. Xxxxxx'x Mr. Garrett's Base Amount, less all other "parachute paymentspxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Garrett, less one dollar (the "Capped Amount"), if the Capped Cappxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.. (c)

Severance Benefits. If Xx. Xxxxxx Mr. Dahlberg meets the eligibility requirements of Paragraph xx Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Dahlberg 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. Xxxxxx Mr. Dahlberg under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Dahlberg's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Dahlberg's Base Amount, less all other "parachute paymentsparaxxxxx xxxxxxxx" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Dahlberg, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx XxXxxxx meets the eligibility requirements of Paragraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx 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. Xxxxxx XxXxxxx under Code Section 280G exceeds three (3) times Xx. Xxxxxx'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. Xxxxxx'x XxXxxxx'x 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Holland meets the eligibility requirements of Paragraph ox Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Holland 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. Xxxxxx Mr. Holland under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Holland's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Holland's Base Amount, less all other "parachute paymentsparacxxxx xxxxxxxx" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Holland, less one dollar (the "Capped Amount"), if the Capped xx xxx Xxxxxx 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 Paragraph 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, amounts e.g., Base Amount, Capped Amount, etc., shall be determined by the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. McCrary meets the eligibility requirements of Paragraph requiremxxxx xx Xxxxgraph 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. McCrary an additional amount calculated by determining xxxxxxxning 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. Xxxxxx Mr. McCrary under Code Section 280G exceeds three xxxxx (30) times Xx. Xxxxxx'x ximes Mr. McCrary's "base amount" (as such term is defined xx xxxxxxx 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. Xxxxxx'x Mr. McCrary's Base Amount, less all other "parachute paymentsxxxxxxxxx xxyments" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. McCrary, less one dollar (the "Capped AmountXxxxxx"), if xx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.. (c)

Severance Benefits. If Xx. Xxxxxx Mr. Holland meets the eligibility requirements of Paragraph 2.(aParagrxxx 0.(x) hereofxereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Holland an additional amount calculated by determining the amount determinixx xxx xxxxnt 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Holland under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Xxxland's "base amount" (as such term is defined under Code Section undxx 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. Xxxxxx'x Mr. Holland's Base Amount, less all other "parachute paymentspayxxxxx" (as such xx xxch term is defined under Code Section 280G) received by Xx. XxxxxxMr. Holland, less one dollar (the "Capped Amount"), if the Capped AmountXmount, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Hairston meets the eligibility requirements of Paragraph 2.(aParagrxxx 0.(x) hereofxxreof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Hairston an additional amount calculated by determining the amount amxxxx 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Hairston under Code Section 280G exceeds three (3) times tixxx Xx. Xxxxxx'x Xxxxston's "base amount" (as such term is defined under Code Section undxx Xxxx Xxxxxxn 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. Xxxxxx'x Mr. Hairston's Base Amount, less all other "parachute paymentspayxxxxx" (as such xx xxxh term is defined under Code Section 280G) received by Xx. XxxxxxMr. Hairston, less one dollar (the "Capped Amount"), if the Capped Amounttxx Xxxxxx Xxount, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Westbrook meets the eligibility requirements of Paragraph xx Xxxxxxxxx 2.(a) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Westbrook 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. Xxxxxx Mr. Westbrook under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Westbrook's "base amount" (as such term is defined under Code Xxde 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. Xxxxxx'x Mr. Westbrook's Base Amount, less all other "parachute paymentsparxxxxxx xxxxxxxx" (as such term is defined under Code Section 280G) received by Xx. XxxxxxMr. Westbrook, 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Klappa meets the eligibility requirements of Paragraph 2.(aParagraxx 0.(x) hereofxereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Klappa an additional amount calculated by determining the amount determininx xxx xxxxnt 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. Xxxxxx Mr. Klappa under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Klxxxx'x "base amount" (as such term is defined under Code Section undex Xxxx Xxxxxon 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. Xxxxxx'x Mr. Klappa's Base Amount, less all other "parachute payments" (as such xx xxch term is defined under Code Section 280G) received by Xx. XxxxxxMr. Klappa, less one dollar (the "Capped Amount"), if the Capped Amountthx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. James meets the eligibility requirements of Paragraph 2.(aParagrxxx 0.(x) hereof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. James an additional amount calculated by determining the amount determinixx xxx xxount 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. Xxxxxx Mr. James under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Jxxxx' "base amount" (as such term is defined under Code Section undex Xxxx Xxction 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. Xxxxxx'x Mr. James' Base Amount, less all other "parachute payments" (as xx such term is defined under Code Section 280G) received by Xx. XxxxxxMr. James, less one dollar (the "Capped Amount"), if the Capped Amounttxx Xxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.. (c)

Severance Benefits. If Xx. Xxxxxx Mr. Garrett meets the eligibility requirements of Paragraph 2.(a) hereofhxxxxx, he shall xx xhall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Garrett an additional amount calculated by determining the amount of tax under amouxx xx xxx xnder 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(bthe hospital insurance tax under Code Section 31O1(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. Xxxxxx Mr. Garrett under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Garxxxx'x "base xxxe amount" (as such term is defined under Code Section 280G Secxxxx 000X ("Base Xase 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. Xxxxxx'x Mr. Garrett's Base Amount, less all other "parachute payments" (as such term is xxxx xxxx xx defined under Code Section 280G) received by Xx. XxxxxxMr. Garrett, less one dollar (the "Capped Amount"), if the Capped AmountAxxxxx, reduced xxxxced 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.

Severance Benefits. If Xx. Xxxxxx Mr. Bowden meets the eligibility requirements of Paragraph 2.(aParagrapx 0.(x) hereofxxreof, he shall be entitled to a cash severance benefit in 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. Xxxxxx Mr. Bowden an additional amount calculated by determining the amount xxx xxxxxt 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. Xxxxxx Mr. Bowden under Code Section 280G exceeds three (3) times Xx. Xxxxxx'x Mr. Bowxxx'x "base amount" (as such term is defined under Code Section Xxxx Xxxxxxn 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. Xxxxxx'x Mr. Bowden's Base Amount, less all other "parachute payments" (as such xx xxxh term is defined under Code Section 280G) received by Xx. XxxxxxMr. Bowden, less one dollar (the "Capped Amount"), if the Capped AmountXxxxxx 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 Paragraph 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 the tax department of the independent public accounting firm then responsible for preparing Southern's consolidated federal income tax return, and such calculations or determinations shall be binding upon the parties hereto.