Common use of 280G Payment Clause in Contracts

280G Payment. (i) In the event that a Trigger Change of Control occurs and is consummated on or before April 1, 2003 and, on or after the consummation of such Trigger Change of Control, the benefits provided for in this Agreement or any other benefits approved at any time by the HNC Board or the Compensation Committee and otherwise payable to you (including stock options) constitute "parachute payments" within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by Section 4999 of the Code, then, subject to the provisions of Section 7(g) below, you shall receive from HNC (A) a cash payment sufficient to pay such excise tax, and (B) an additional payment sufficient to pay the excise tax and federal and state income and employment taxes arising from the payments made by HNC to you pursuant to this sentence; provided, however, that notwithstanding the foregoing, the total aggregate amount of all of the payments to be made to you under this Section 7(e) shall in no event exceed an amount equal to the greater of (1) the amount that would be payable to you under the preceding clauses (A) and (B) of this sentence if the Per Share Return (as defined in Section 7(f) below) is exactly $25.00 or (2) your Pro Rata Share (as defined below) of 0.30% of the Total Return (as defined below) if the Per Share Return is greater than $25.00 (where the foregoing references to such $25.00 per share amount will each be subject to proportionate and equitable adjustment to reflect any subdivisions or splits of HNC's common stock, any combinations or reverse stock splits of HNC's common stock or any dividends of HNC common stock that occur after the Effective Date).