Common use of Benefit Limit Clause in Contracts

Benefit Limit. A. Should it be determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to the Payment(s) does not exceed one hundred ten percent (110%) of the Permissible Parachute Amount, then no Gross-Up Payment shall be made to Executive under Paragraph 1 of this Appendix. Instead, the limitations set forth in this Paragraph 2 shall apply. Accordingly, the amount of the Payments otherwise due the Executive shall be reduced to the extent necessary to assure that the aggregate Present Value of the Payment(s) does not exceed the greater of the following dollar amounts (the “Benefit Limit”) a. the Permissible Parachute Amount, or b. the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under Internal Revenue Code Section 4999 on the Payments. To effect such Benefit Limit, the following reductions shall be made to the Payments to which the Executive is otherwise entitled, to the extent necessary to assure that such Benefit Limit is not exceeded: first, any cash payments to which the Executive would otherwise be entitled shall be reduced, then, any non-cash payments to which Executive would otherwise be entitled shall be reduced in a manner determined by the Executive and acceptable to the Company.

Benefit Limit. A. Should it be determined that the aggregate Present Value (measured as of the Closing Date) of the Parachute Payment attributable to the Payment(s) does not exceed one hundred ten percent (110%) of the Permissible Parachute Amount, then no Parachute Gross-Up Payment shall be made to Executive you under Paragraph 1 of this Appendix. Instead, the limitations set forth in this Paragraph 2 shall apply. Accordingly, the amount of the Payments otherwise due the Executive you shall be reduced to the extent necessary to assure that the aggregate Present Value of the Payment(s) does not exceed the greater of the following dollar amounts (the “Benefit Limit”) a. i. the Permissible Parachute Amount, or b. ii. the greatest after-tax amount payable to the Executive you after taking into account any excise tax imposed under Internal Revenue Code Section 4999 on the Payments. To effect such Benefit Limit, the following reductions shall be made to the Payments to which the Executive is you are otherwise entitled, to the extent necessary to assure that such Benefit Limit is not exceeded: first, any cash payments to which the Executive you would otherwise be entitled shall be reduced, then, any non-cash payments to which Executive you would otherwise be entitled shall be reduced in a manner determined by the Executive you and acceptable to the Company; provided however that to the extent any cash or non-cash payments are subject to Code Section 409A, then all cash payments or all non-cash payments, or both, as applicable, shall be reduced proportionately.