Common use of Best Pay Provision Clause in Contracts

Best Pay Provision. Notwithstanding the other provisions of this Agreement, in the event that the amount of payments payable to the Executive under this Agreement, together with any payments or benefits payable under any other plan, program, arrangement or agreement maintained by (or on behalf of) Noble, would constitute an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Executive under this Agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code); provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local, or other income and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plans, programs, arrangements or agreements maintained by (or on behalf of) Noble), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any such payments from constituting an “excess parachute payment,” then an additional payment shall be promptly made to the Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an “excess parachute payment.” All determinations required to be made under this Section 7, including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a “Big Four” accounting firm selected by Noble. All determinations made by the “Big Four” accounting firm under this Section 7 shall be final and binding upon Noble and the Executive.

Best Pay Provision. Notwithstanding the other provisions of this Agreement, in the event that the amount of payments payable to the Executive under this Agreement, together with any payments or benefits payable under any other plan, program, arrangement or agreement maintained by (or on behalf of) NobleCompany, would constitute an “excess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), the payments under this Agreement shall be reduced (by the minimum possible amounts) until no amount payable to the Executive under this Agreement constitutes an “excess parachute payment” (within the meaning of Section 280G of the Code); provided, however, that no such reduction shall be made if the net after-tax payment (after taking into account Federal, state, local, or other income and excise taxes) to which the Executive would otherwise be entitled without such reduction would be greater than the net after-tax payment (after taking into account Federal, state, local or other income and excise taxes) to the Executive resulting from the receipt of such payments with such reduction. If, as a result of subsequent events or conditions (including a subsequent payment or absence of a subsequent payment under this Agreement or other plans, programs, arrangements or agreements maintained by (or on behalf of) NobleCompany), it is determined that payments under this Agreement have been reduced by more than the minimum amount required to prevent any such payments from constituting an “excess parachute payment,” then an additional payment shall be promptly made to the Executive in an amount equal to the additional amount that can be paid without causing any payment to constitute an “excess parachute payment.” All determinations required to be made under this Section 7, including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a “Big Four” nationally recognized accounting firm selected by NobleCompany. All determinations made by the “Big Four” such accounting firm under this Section 7 shall be final and binding upon Noble Company and the Executive.