Common use of Excess Parachute Payment Limit Clause in Contracts

Excess Parachute Payment Limit. Notwithstanding anything contained in ------------------------------- this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution 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 in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the amount of Payments under this Agreement, when added to all other Payments to which Executive is entitled, shall be reduced to one dollar ($1.00) less than three hundred percent (300%) of Executive's Base Amount (as hereinafter defined) in accordance with Section 280G of the Code. For purposes of this Section, Executive's "Base Amount" is his average annual taxable compensation received from the Company for the five (5) calendar years (or such lesser number which comprises the entire number of years of his employment with the Company) preceding the calendar year in which a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company's assets occurs (within the meaning of Section 280G(b)(2) of the Code) occurs.

Excess Parachute Payment Limit. Notwithstanding anything contained ------------------------------ in ------------------------------- this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution 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 in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the amount of Payments under this Agreement, when added to all other Payments to which Executive is entitled, shall be reduced to one dollar ($1.00) less than three hundred percent (300%) of Executive's Base Amount (as hereinafter defined) in accordance with Section 280G of the Code. For purposes of this Section, Executive's "Base Amount" is his average annual taxable compensation received from the Company for the five (5) calendar years (or such lesser number which comprises the entire number of years of his employment with the Company) preceding the calendar year in which a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company's assets occurs (within the meaning of Section 280G(b)(2) of the Code) occurs.

Excess Parachute Payment Limit. Notwithstanding anything contained in ------------------------------- this Agreement to the contrary, in the event that any payment (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code")), or distribution 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 in connection with, or arising out of, his or her employment with the Company (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, interest and penalties collectively referred to as the "Excise Tax"), then the amount of Payments payments under this Agreement, when added to all other Payments to which Executive is entitled, shall be reduced to one dollar ($1.00) less than three hundred percent (300%) of Executive's Base Amount (as hereinafter defined) in accordance with Section 280G of the Code. For purposes of this Section, Executive's "Base Amount" is his average annual taxable compensation received from the Company for the five (5) calendar years (or such lesser number which comprises the entire number of years of his employment with the Company) preceding the calendar year in which a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company's assets occurs (within the meaning of Section 280G(b)(2) of the Code) occurs.