Benefit Limit. The benefit limitations of this Paragraph 4.5 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6, then the Executive’s salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess.
Appears in 5 contracts
Samples: Employment Agreement (NYTEX Energy Holdings, Inc.), Employment Agreement (Masergy Communications Inc), Employment Agreement (Masergy Communications Inc)
Benefit Limit. The benefit limitations of this Paragraph 4.5 Section 10 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his the Executive’s employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields of the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 10, then the Executive’s salary continuation cash severance payments under Paragraph 4.3 or 4.4, as applicable, Section 5 shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award Equity Award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award Equity Award under Code Section 280G) to the extent necessary to eliminate such excess.
Appears in 4 contracts
Samples: Employment Agreement (Genpact LTD), Employment Agreement (Genpact LTD), Employment Agreement (Genpact LTD)
Benefit Limit. The benefit limitations of this Paragraph 4.5 5.5 shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his the Executive’s employment with the Company) under Code Section 4999. Notwithstanding the foregoing, in determining whether the benefit limitation of this Paragraph 5.5 has been exceeded, a reasonable determination shall be made as to the value of the restrictive covenants to which the Executive will be subject under Paragraph 4.2, and the amount of the Executive’s potential parachute payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.65.5, then the Executive’s salary and bonus continuation payments under Paragraph 4.3 5.3 or 4.45.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any the equity award would otherwise vest on an accelerated basis in accordance with the terms of the award Paragraph 5.4 shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) ), to the extent necessary to eliminate such excess.
Appears in 2 contracts
Samples: Employment Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Employment Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Benefit Limit. The benefit limitations of this Paragraph 4.5 4.6 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6, then the Executive’s 's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess.
Appears in 2 contracts
Samples: Employment Agreement (NYTEX Energy Holdings, Inc.), Employment Agreement (NYTEX Energy Holdings, Inc.)
Benefit Limit. The benefit limitations of this Paragraph 4.5 Part Five shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) otherwise would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his Executive’s employment with the CompanyCorporation) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Part Five - 2, then the Executive’s salary continuation payments under Paragraph 4.3 Part Three - 2.A or 4.4Part Four - 2.A, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the amount of Executive’s bonus payment under Part Four - 2.C shall be reduced next, and finally the number of shares as to which any equity award Executive’s outstanding Equity Awards (including Options) would otherwise vest on an accelerated basis in accordance with the terms of the award Part Three - 2.D and Part Four - 2.D shall be reduced (based on the value of the parachute payment attributable to such equity award option under Code Section 280G) ), to the extent necessary to eliminate such excess.
Appears in 2 contracts
Samples: Employment Agreement, Employment Agreement (Wageworks, Inc.)
Benefit Limit. The benefit limitations of this Paragraph 4.5 Part Three shall be applicable in the event the Executive receives any benefits that under this Agreement which are deemed to constitute parachute payments under Code Section 280G. 280G.
A. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments and benefits provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his employment with the CompanyCorporation) under Code Section 4999. .
B. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 2, then the Executive’s salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be proportionately reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an be purchasable under the vesting-accelerated basis in accordance with the terms portion (if any) of the award shall be reduced each Option and Stock Award (based on the value amount of the parachute payment attributable to such equity award Option or Stock Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess.
C. All mathematical determinations and analyses under this Section 2 shall be made by the independent auditors retained by the Corporation most recently prior to the change in control (or another qualified independent accounting firm selected by the Corporation) (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Corporation and to the Executive. The Corporation shall pay the fees and costs of the Accountants which are incurred in connection with this Section 2.
Appears in 1 contract
Benefit Limit. The benefit limitations of this Paragraph 4.5 Section 10 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his the Executive’s employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields of the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his the Executive’s employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 10, then the Executive’s salary continuation cash severance payments under Paragraph 4.3 or 4.4, as applicable, Section 5 shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award Equity Award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award Equity Award under Code Section 280G) to the extent necessary to eliminate such excess.
Appears in 1 contract
Samples: Employment Agreement (Genpact LTD)
Benefit Limit. The benefit limitations of this Paragraph 4.5 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. (i) In the event that any payments or benefits to which the Executive becomes entitled in accordance with the provisions of this Restated Agreement (or any other benefits to which the Executive may become entitled in connection agreement with any change in control or ownership of the Company or other member of the subsequent termination of his employment with the Employer Company) would otherwise constitute a parachute payment under Code Section 280G280G(b)(2) of the Code, then such payments and and/or benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Section 4999 of the Code on the payments and benefits provided to the Executive under this Restated Agreement (or on any other payments or benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company).
(ii) under Code Section 4999. Should If a reduction in benefits be is required to satisfy the benefit limit of this Paragraph 4.6Section 6(e)(i), then the Executive’s salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Executive (including first the Cash Severance Payments and then the Monthly Benefit Payments) shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with such reduction to be applied pro-rata to each Cash Severance Payment and (if applicable) each Monthly Benefit Payment but without any change in the payment dates. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Executive’s options or other equity awards (based on the value amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those awards were made.
Appears in 1 contract
Samples: Employment Agreement (PharmaNet Development Group Inc)
Benefit Limit. The benefit limitations of this Paragraph 4.5 Part Five shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) otherwise would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his the Executive’s employment with the CompanyCorporation) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Part Five – 2, then the Executive’s salary continuation payments under Paragraph 4.3 Part Two – 2 or 4.4Part Three – 2, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the amount of the Executive’s bonus payment under Part Three – 2(b) shall be reduced next, and finally the number of shares as to which any equity award the Executive’s outstanding Equity Awards (including Options) would otherwise vest on an accelerated basis in accordance with the terms of the award Part Three – 2(b) shall be reduced (based on the value of the parachute payment attributable to each such accelerated equity award under Code Section 280G) ), to the extent necessary to eliminate such excess, with such reduction to be effected in the same chronological order in which those awards were granted.
Appears in 1 contract
Samples: Executive Severance Benefit Agreement (Wageworks, Inc.)