Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are not so reduced. “Retained Amount” shall mean the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto. To the extent any reduction is required, the Total Benefits shall be reduced in the following order: (i) any portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total Benefits resulting from any accelerated vesting of equity awards), (ii) Total Benefits that are subject to Section 409A of the Code in reverse order of when payment is due, and (iii) Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of any equity awards.
Golden Parachutes. AAM and each affiliate shall terminate all existing “golden parachute”, change of control, retention, and similar types of agreements or arrangements with any employee of, non-employee director of, or non-employee service provider to, AAM or any affiliate of AAM (“Golden Parachute Arrangements”). Continuing until 90 days following the later to occur of (a) the repayment and termination of the Second Lien Term Loan in accordance with the terms of the Second Lien Term Loan Agreement and (b) the termination of expedited payment terms provided in Section 1.5(g) of this Agreement, AAM and each affiliate shall not enter into any Golden Parachute Arrangements with any current or former employee of, current or former non-employee director of, and current or former non-employee service provider to, AAM or any affiliate of AAM.
Golden Parachutes. Not later than five days before the Closing Date, Micrion shall amend the terms of any Micrion compensation or benefit plan, or any other agreement to which Micrion is a party, that is listed on SCHEDULE 2.1.12(d) so that neither Micrion nor FEI following consummation of the Merger shall be required to make a payment that would be a "parachute payment" to a "disqualified individual," as those terms are defined in Section 280G of the Code.
Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall
Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the "Total Benefits") would be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s
Golden Parachutes. Any liability whatsoever for any golden parachute payments under Section 280G of the Code.
Golden Parachutes. The Company is not obligated for any “excess parachute payment” as defined in Section 280G of the Codes.
Golden Parachutes. If, upon a Change in Control, any of the payments and benefits provided under the Plan, any Award Agreement or any other agreement or arrangement between the Company or any of its Affiliates and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code (a “Parachute Payment”) and be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Participant pursuant to this Agreement shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Participant would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. The accounting firm engaged by the Company for general audit purposes shall perform any calculations necessary in connection with this Section 26. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Participant and the Company. Any reduction in the amount of compensation or benefits effected pursuant to this Section 26 shall first come, in order and, in each case, solely to the extent necessary, from any cash severance benefits payable to the Participant, then from any other payments that are treated in their entirety as Parachute Payments and then from any other Parachute Payments payable to the Participant with the later possible payment or vesting date being reduced or eliminated before a payment or benefit with an earlier payment or vesting date; provided that if the foregoing order of reduction or elimination would violate Section 409A, then the reduction shall be made pro rata among the payments or benefits otherwise due or payable to the Participant. (b)
Golden Parachutes. If, upon a Change in Control, any of the payments and benefits provided under the Plan, any Award Agreement or any other agreement or arrangement between the Company or any of its Affiliates and the Participant (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code (a “Parachute Payment”) and be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the amount of payments to be received by the Participant pursuant to this Agreement shall be reduced to the maximum amount that will cause the total amounts of the payments not to be subject to the Excise Tax, but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Participant would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. The accounting firm engaged by the Company for general audit purposes shall perform any calculations necessary in connection with this Section 26. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon the Participant and the Company. Any reduction in the amount of compensation or benefits effected pursuant to this Section 26 shall first come, in order and, in each case, solely to the extent necessary, from any cash severance benefits payable to the Participant, then from any other payments that are treated in their entirety as
Golden Parachutes. The Seller agrees to structure all stay bonuses, severance and other compensation arrangements for compensation to be paid prior to the Closing Date ("Pre-Closing Payments") to any person who is a "disqualified person" (within the meaning of Section 280G(c) of the Code) by the Seller (whether directly or indirectly, including by any other Person whose relationship to the Seller is such as to require attribution of stock ownership with the Seller under Section 318(a) of the Code), the Company or the Continuing Subsidiaries so that (i) no portion of such Pre-Closing Payments will constitute a "parachute payment" under Section 280G(b)(2)(A) of the Code (a "Parachute Payment"), and (ii) with respect to Pre-Closing Payments made to the persons identified on Schedule 5.21 as disqualified persons, no portion of such Pre-Closing Payments, when combined with payments made to such persons on or after the Closing Date which are considered to be contingent on a change (I) in the ownership or effective control of the Seller, or (II) in the ownership of a substantial portion of the assets of the Seller, within the meaning of Section 280G(b)(2)(a)(i) of the Code ("Post-Closing 280G Payments"), will constitute a Parachute Payment, provided that the aggregate present value of such Post-Closing 280G Payments (as determined under Section 280G of the Code) does not exceed the amount set forth opposite each such disqualified person's name in Schedule 5.21 (such amount, for each such disqualified person, being referred to as the "Parachute Payment Shortfall"). The Seller will not make any payments whatsoever on or after the Closing Date to any disqualified person if such payment would cause such disqualified person's Parachute Payment Shortfall to decrease. The Purchaser agrees to indemnify and hold harmless the Seller for any Taxes imposed upon, or assumed by Seller pursuant to Section 8.2(b) of this Agreement, by reason of any Post-Closing 280G Payment made by the Purchaser (whether directly or indirectly, including by any other Person whose relationship to the Purchaser is such as to require attribution of stock ownership with the Purchaser under Section 318(a) of the Code), the Company or the Continuing Subsidiaries to any such disqualified person, but only if the present value of such Post-Closing 280G Payment (as determined under Section 280G of the Code) exceeds such disqualified person's Parachute Payment Shortfall.
