Benefit Limitation. (a) Anything in this Agreement to the contrary notwithstanding, in the event that a Change of Control occurs and it shall be determined that any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Total Payments”) to be made to Executive would otherwise exceed the amount (the “Safe Harbor Amount”) that could be received by Executive without the imposition of an excise tax under Section 4999 of Code, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance the applicable provisions of Section 280G of the Code and the regulations thereunder, does not exceed the greater of the following dollar amounts (the “Benefit Limit”):
(i) the Safe Harbor Amount, or
(ii) the greatest after-tax amount payable to Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.
(b) All determinations to be made under this Section 2.3 shall be made by an independent public accounting firm selected by the Company before the date of the Change of Control (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for Executive pursuant to Sections 4, 5, 6 and 7 of this Agreement, and the amount of his or her potential parachute payment under Section 280G of the Code shall reduced by the value of those restrictive covenants to the extent consistent with Section 280G of the Code and the regulations thereunder.
(c) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 2.3, such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to Executive. Notwithstanding the foregoing any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.
(d)...
Benefit Limitation. (a) Should any payments or benefits become payable hereunder in connection with a Change in Control, then the aggregate Present Value, measured as of the Change in Control, of any Severance Payments to which the Executive becomes entitled under section 10(b)(ii) of this Agreement (namely, the salary continuation payments, the continued health care coverage, the life insurance coverage, the equivalent automobile and professional service payments and the equivalent 401(k) employer contribution payments) and, if applicable, any portion of the Special Bonus under section 10(g) which is deemed to constitute a parachute payment under Section 280 G of the Internal Revenue Code of 1986, as amended (the "Code") shall in no event exceed in amount the greater of the following dollar amounts (the "Benefit Limit"):
(i) 2.99 times the Executive's Average Compensation, less the Present Value, measured as of the Change in Control, of all Other Parachute Payments to which the Executive is entitled, or
(ii) the amount that yields the Executive the greatest after-tax amount of benefits under this Agreement after taking into account any excise tax imposed under Code Section 4999 on his payments and benefits under section 10 of this Agreement and any Other Parachute Payments, The portion of any option that automatically vests on an accelerated basis upon a Change in Control pursuant to the terms of the agreement evidencing that option that is deemed to be a parachute payment under Code Section 280G (the "Option Parachute Payment") shall also be subject to the Benefit Limit. The Option Parachute Payment shall be calculated in accordance with the valuation provisions established under Code Section 280G and the applicable Treasury Regulations and shall include an appropriate dollar adjustment to reflect the lapse of the Executive's obligation to remain in the Company's employ as a condition to the vesting of the accelerated installment. In no event, however, shall the parachute payment attributable to any portion of such option exceed the excess of the fair market value of the accelerated option shares at the time of acceleration over the option exercise price of such shares. For purposes of applying the Benefit Limit, the value of the Executive's non-competition covenant under Section 6 of this Agreement shall be determined by an independent appraisal by a nationally recognized accounting firm acceptable to both the Executive and the Company, and a portion of his Severance Payme...
Benefit Limitation. In the event that (i) one or more payments to which the Executive becomes entitled in accordance with the provisions of the Employment Agreement would otherwise constitute a parachute payment under Code Section 280G and (ii) the Executive is not otherwise, pursuant to the provisions of the Employment Agreement or Appendix I to such Agreement, entitled to the Special Tax Payment with respect to those payments, then such payments 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 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 Code Section 4999 excise tax imposed on the payments provided to the Executive under the Employment Agreement (or the VERITAS Change in Control Agreement). All determinations and calculations required pursuant to this paragraph shall be performed by the Independent Auditors in accordance with procedures substantially the same as those set forth in Appendix I to the Employment Agreement, and to the extent any reduction should be required under this paragraph, the Executive shall designate the specific payment or payments to be so reduced.
Benefit Limitation. This section of the Agreement constitutes all monetary entitlements available to a school Administrator on retirement or leaving the school district that are not required by law. If a school Administrator elects to apply, the amount received under Plan B (Old Plan) of this Section to TRS Option 1 to enhance their retirement benefits, the District shall not be required to pay any additional employer contribution to TRS greater than that required under Plan B (Old Plan) if any additional employer contribution required by Option 1 cannot be charged to the Retirement Fund.
Benefit Limitation. Notwithstanding any provision to the contrary in this Agreement, should any accelerated vesting of this option in connection with a Change in Control transaction constitute a parachute payment under Code Section 280G, then such vesting acceleration shall be subject to the benefit limitation provisions of Section __ of the Employment Agreement.
Benefit Limitation. No sick leave days in excess of 150 shall accumulate for purposes of this 403(b) plan contribution for any teacher hired after the 2001-2002 school year, or who elected to participate in the sick day buy-out of December 2003.
Benefit Limitation. The provisions of this Section 13 shall automatically come into force and effect upon the expiration of the twenty-four (24)-month period measured from the Commencement Date:
(a) In the event it is determined that the Total Payments would otherwise exceed the amount that could be received by the Executive without the imposition of an excise tax under Section 4999 of the Code (the “Safe Harbor Amount”), then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance the applicable provisions of Code Section 280G and the regulations thereunder, does not exceed the greater of the following dollar amounts (the “Benefit Limit”):
(A) The Safe Harbor Amount, or
(B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under Code Section 4999 on the Total Payments. All determinations under this Section 13 shall be made by the Accounting Firm. However, in determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to Section 10 of the Agreement, and the amount of his potential parachute payment under Code Section 280G shall reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the regulations thereunder.
Benefit Limitation. This section of the Agreement constitutes all monetary entitlements available to teachers on retirement or leaving the District that are not required by law. If a teacher elects to apply the amount received under Plan B (Old Plan) of this Section to TRS Option 1 to enhance their retirement benefits, the District shall not be required to pay any additional employer contribution to TRS greater than that required under Plan B (Old Plan) if any additional employer contribution required by Option 1 cannot be charged to the Retirement Fund. Incentive for Early Notice
a. An employee certified by the Office of Public Instruction (OPI) shall be eligible for an early notice incentive amount equal to $400 if the qualified employee submits a letter of resignation prior to February 1 of the current school year. Such resignation must be effective at the end of the school year in which it was submitted.
b. The stipend shall be paid on March 10th upon approval of the resignation by the Board.
c. The letter of resignation or the letter requesting an annual leave of absence must be received by the superintendent on or before April 1.
d. This stipend is in addition to any other severance benefits for which the certified employee may be eligible but is available only one time per employee.
Benefit Limitation. (a) In the event it is determined that the Total Payments (as defined below) to be made to the Executive would otherwise exceed the amount that could be received by the Executive without the imposition of an excise tax under Section 4999 of the Code (the “Safe Harbor Amount”), then those Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of Code Section 280G and the Treasury Regulations thereunder, does not exceed the greater of the following dollar amounts (the “Benefit Limit”):
(A) The Safe Harbor Amount, or
(B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under Code Section 4999 on the Total Payments.
Benefit Limitation. In the event it is determined that the Total Payments (as defined below) to be made to Executive would otherwise exceed the amount (the “Safe Harbor Amount”) that could be received by Executive without the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then those Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance the applicable provisions of Code Section 280G and the Treasury Regulations thereunder, does not exceed the greater of the following dollar amounts (the “Benefit Limit”):
(i) The Safe Harbor Amount, or
(ii) the greatest after-tax amount payable to Executive after taking into account any excise tax imposed under Code Section 4999 on the Total Payments.
