Limitation on Payments definition

Limitation on Payments to use a “net best” approach instead of a “gross up” approach with respect to any “excess parachute payments” under Section 280G of the Internal Revenue Code;
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Limitation on Payments shall refer to the Section of this Agreement entitled “Limitation on Payments” and any references in any Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting to the Prior Employment Agreement shall be deemed to refer to this Agreement.
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Limitation on Payments. In the event that the payments and benefits provided for in this Letter Agreement or other payments and benefits payable or provided to you (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then your payments and benefits under this Letter Agreement or other payments or benefits (the “280G Amounts”) will be either: (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of such payments and benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code or applicable state law, results in your receipt on an after-tax basis, of the greatest amount of 280G Amounts, notwithstanding that all or some portion of the 280G Amounts may be taxable under Section 4999 of the Code. In the event that a reduction of 280G Amounts is being made in accordance with this provision, the reduction will occur, with respect to the 280G Amounts considered parachute payments within the meaning of Section 280G of the Code, in the following order: (1) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (2) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Code Section 280G in the reverse order of date of grant of the awards (that is, the most recently granted equity awards will be cancelled first); (3) reduction of the accelerated vesting of equity awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (4) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will you have any discretion with respect to the ordering of payments or benefits. Unless the Company and you otherwise agree in writing, any determination required under this provision will be made in writing by a nationally recognized accounting or valuation firm (the “Firm”) select...
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Examples of Limitation on Payments in a sentence

  • The terms "agency," "influencing or attempting to influence," "officer or employee of an agency," "person," "reasonable compensation," and "regularly employed" are defined in the FAR clause of this solicitation entitled "Limitation on Payments to Influence Certain Federal Transactions" (52.203-12).

  • The terms “agency”, “influencing or attempting to influence”, “officer or employee of an agency”, “person”, “reasonable compensation”, and “regularly employed” are defined in the FAR clause of this solicitation entitled Limitation on Payments to Influence Certain Federal Transactions (52.203-12).

  • The terms ``agency,'' ``influencing or attempting to influence,'' ``officer or employee of an agency,'' ``person,'' ``reasonable compensation,'' and ``regularly employed'' are defined in the FAR clause of this solicitation entitled ``Limitation on Payments to Influence Certain Federal Transactions'' (52.203-12).

  • Limitation on Payments to Influence Certain Federal Transactions 52.203-12 NOTE: Applicable to any Order greater than $100,000.

  • The terms ―agency‖, ―influencing or attempting to influence‖, ―officer or employee of an agency‖, ―person‖, ―reasonable compensation‖, and ―regularly employed‖ are defined in the FAR clause of this solicitation entitled Limitation on Payments to Influence Certain Federal Transactions (52.203-12).

  • The definitions and prohibitions contained in the clause at 15 Federal Acquisition Regulation 52.203-12, Limitation on Payments to Influence 16 Certain Federal Transactions, included in this solicitation, are hereby 17 incorporated by reference in Paragraph (B) of this certification.

  • Limitation on Payments to Influence Certain Federal Transactions.

  • The definitions and prohibitions contained in the clause at 20 Federal Acquisition Regulation 52.203-12, Limitation on Payments to Influence 21 Certain Federal Transactions, included in this solicitation, are hereby 22 incorporated by reference in Paragraph (B) of this certification.

  • The terms ``agency,'' ``influencing or attempting to influence,'' ``officer or employee of an agency,'' ``person,'' ``reasonable compensation,'' and ``regularly employed'' are defined in the FAR clause of this solicitation entitled ``Limitation on Payments to Influence Certain Federal Transactions'' (52.203- 12).

  • The definitions and prohibitions contained in the clause at 12 Federal Acquisition Regulation 52.203-12, Limitation on Payments to Influence 13 Certain Federal Transactions, included in this solicitation, are hereby 14 incorporated by reference in Paragraph (B) of this certification.