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”):
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"):
Benefit Limitation. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment (including any acceleration of vesting of stock based benefits) or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the amounts and benefits payable under this Agreement shall be reduced by an amount that would result in no Excise Tax being imposed; provided that the amounts and benefits payable under this Agreement shall not be reduced unless the amounts and benefits the Executive would receive after such reduction would be greater than the amounts and benefits the Executive would receive if there were no reduction and the Excise Tax were paid by the Executive (such reduction, the “Cut Back”). For purposes of determining whether any Payments should be subject to the Cut-Back, (i) Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Date of Termination occurs and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, (ii) no portion of the Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code shall be taken into account, (iii) no portion of the Payments shall be taken into account which, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of section 280G(b)(2) of the Code, including by reason of section 280G(b)(4)(A) of the Code, (iv) the Severance Payments shall be reduced only to the extent necessary so that the Payments in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of the Accounting Firm, and (v) the value of any noncash benefit or any deferred payment or benefit included in the Payments shall be determined by the Account...
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. 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”):
Benefit Limitation. A Participant's supplemental income for any Limitation Year shall not exceed the maximum amount permitted under subparagraph C above.
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:
Benefit Limitation. (A) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment (including any acceleration of vesting of stock based benefits) or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the amounts and benefits payable under this Agreement shall be reduced by an amount that would result in no Excise Tax being imposed; provided that the amounts and benefits payable under this Agreement shall not be reduced unless the amounts and benefits the Executive would receive after such reduction would be greater than the amounts and benefits the Executive would receive if there were no reduction and the Excise Tax were paid by the Executive (such reduction, the “Cut Back”). Unless the Executive shall have given prior written notice to the Company specifying a different order of payments and benefits to be reduced to achieve the Cut-Back, any payments and benefits to be reduced hereunder shall be determined in a manner that has the least economic cost to the Executive, on an after-tax basis, and to the extent the economic cost is equivalent, such payments and benefits shall be reduced in the inverse order of when the payments and benefits would have been made or provided to the Executive until the reduction specified herein is achieved. The Executive may specify the order of reduction of the payments and benefits only to the extent that doing so does not directly or indirectly alter the time or method of payment of any amount that is deferred compensation subject to (and not exempt from) Section 409A of the Code.
