Excise Tax Limit Sample Clauses

Excise Tax Limit. Notwithstanding anything in this Agreement to ---------------- the contrary, in the event it shall be determined that any payment or distribution by the Company or any other person or entity to or for the benefit of the Executive is a "parachute payment" (within the meaning of Section 280G of the Code, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company (within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed by Section 4999 of the Code) (the "Excise Tax"), the Payments shall be reduced to the extent necessary so that such remaining Payment would not be subject to the excise tax imposed by Section 4999 of the Code.

Excise Tax Limit. If Executive becomes entitled to one or more payments (with a "payment" including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Termination Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the "Total Payments"), which are or could become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed) (the "Excise Tax"), the Company shall reduce or eliminate the Total Payments, but only to the extent necessary, such that no amount of the Total Payments shall be subject to the Excise Tax. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax: (a) No part of the Total Payments shall be treated as subject to the Excise Tax to the extent that, in the written opinion of independent legal counsel, compensation consultants or auditors of nationally recognized standing ("Independent Advisors") selected by the Company and reasonably acceptable to Executive, the Total Payments (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code or are otherwise not subject to the Excise Tax; (b) The amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (i) the total amount of the Total Payments or (ii) the total amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (a) above); and (c) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Company agrees to indemnify and hold Executive harmless from any tax, penalty or other charge or liability imposed upon Executive resulting directly or indirectly from a Total Payment's (in whole or in part) being subject to the Excise Tax after giving effect to any reduction directed by the Company pursuant to the first paragraph of this Section 10, or from any tax, penalty or other charge or liability resulting directly or indirectly from the Company's obligation to indemnif...

Excise Tax Limit. Notwithstanding anything elsewhere in this ---------------- Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. The determination as to whether any reduction in the payments under this Agreement pursuant to this Section 8 is necessary shall be made by such nationally recognized accounting firm as shall be mutually agreeable to the Company and the Executive, in consultation with any independent law firm of such firm's choice, and such determination shall be conclusive and binding on the Executive and the Company. All fees and expenses of such accounting firm to make such determination shall be paid by the Company. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything elsewhere in this Agreement to the contrary, if any of the payments provided for in this Agreement, together with any other payments or benefits which the Executive has the right to receive from the Company or the Bank (or its affiliated companies), would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), the payments pursuant to this Agreement shall be reduced so that the present value of the total amount received by the Executive that would constitute a "parachute payment" will be one dollar ($1.00) less than three (3) times the Executive's base amount (as defined in Section 280G of the Code) and so that no portion of the payments or benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code. If through error or otherwise the Executive should receive payments under this Agreement or otherwise in excess of one dollar ($1.00) less than three (3) times his base amount, the Executive shall immediately repay such excess to the Company or the Bank upon notification that an overpayment has been made.

Excise Tax Limit. Notwithstanding anything else herein, to the extent that the Executive would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (and any similar tax that may hereafter be imposed) on the payments and/or benefits provided by Section 4 or any other amounts (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of a Change of Control, the amounts to be paid under this Agreement shall be automatically reduced to an amount one dollar less than that, when combined with such other amounts and benefits required to be so included, would subject the Executive to excise tax under Section 4999 of the Code. Such amount shall be reduced from the lump sum due under Section 4(A) hereof.

Excise Tax Limit. Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by Employer or any other person or entity to or for the benefit of Employee is a "parachute payment" (within the meaning of ss.280G of the Internal Revenue Code, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") in connection with, or arising out of, his employment with Employer or a change in ownership or effective control of Employer (within the meaning of ss.280G of the Code, and would be subject to the excise tax imposed by ss.4999 of the Code) (the "Excise Tax"), the Payments shall be reduced to the extent necessary so that such remaining Payment would not be subject to the excise tax imposed by ss.4999 of the Code.

Excise Tax Limit. In the event that the vesting of Awards together with all other payments and the value of any benefit received or to be received by a Participant would result in all or a portion of such payment being subject to the excise tax under Section 4999 of the Code, then the Participant’s payment shall be either (i) the full payment or (ii) such lesser amount that would result in no portion of the payment being subject to excise tax under Section 4999 of the Code (the “Excise Tax”), whichever of the foregoing amounts, taking into account the applicable federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Participant, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 21(f) shall be made by the nationally recognized accounting firm which is the Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and the Participant. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). For the purposes of all calculations under Section 280G of the Code and the application of this Section 21(f), all determinations as to present value shall be made using 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded semiannually, as in effect on December 30, 2004.

Excise Tax Limit. In the event that the vesting of the Options together with all other payments and the value of any benefit received or to be received by the Executive would result in all or a portion of such payment being subject to excise tax under Section 4999 of the Code, then the Executive's payment shall be either (A) the full payment or (B) such lesser amount that would result in no portion of the payment being subject to excise tax under Section 4999 of the Code (the "Excise Tax"), whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. All determinations required to be made under this Section 14 shall be made by PricewaterhouseCoopers or any other nationally recognized accounting firm which is the Company's outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must be reasonably acceptable to Executive (the "Accounting Firm"). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Executive. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling Executive to a payment under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). For the purposes of all calculations under Section 280G of the Code and the application of this Section 14, Company and Executive hereby elect and agree to make all determination as to present value using 120 percent of the applicable Federal rate (determined under Section 1274(d) of the Code) compounded semiannually, as in effect on the date of this Agreement. Company agrees to reimburse Executive (on an after-tax basis) for his reasonable legal and other professional expenses of pursuing any reasonable contest, claim or cause of action (including any claim of tax refund) on his own behalf that may arise (notwithstanding the application of the foregoing provisions of this Section 14) as a result of (i) the Internal Revenue Service seeking to impose an Excise Tax on Executive or (ii) Company (or an...

Excise Tax Limit. If Executive becomes entitled to one or more payments (with a "payment" including, without limitation, the vesting of an option or other non-cash benefit or property), whether pursuant to the terms of this Termination Agreement or any other plan, arrangement, or agreement with the Company or any affiliated company (the "Total Payments"), which are or could become subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any similar tax that may hereafter be imposed, whether under federal, state, local or foreign law) (the "Excise Tax"), the Company shall reduce or eliminate the Total Payments, but only to the extent necessary, such that no amount of the Total Payments shall be subject to the Excise Tax. The Company agrees to indemnify and hold Executive harmless from any tax, penalty or other charge or liability imposed upon Executive resulting directly or indirectly from a Total Payment s (in whole or in part) being subject to the Excise Tax after giving effect to any reduction directed by the Company pursuant to the preceding sentence, or from any tax, penalty or other charge or liability resulting directly or indirectly from the Company's obligation to indemnify and h o ld Executive harmless hereunder, including investigation and attorneys fees and expenses.

Excise Tax Limit. Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution of any type to be received by Executive pursuant to the terms of this Agreement or otherwise (collectively, the “Total Payments”) would result in all or a portion of the Total Payments being subject to the excise tax imposed under Section 4999 of the Code (which reference includes, for purposes of this paragraph, any similar successor provision to Section 4999) (the “Excise Tax”), then the Total Payments will be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) will result in no portion of the Total Payments being subject to excise tax under Section 4999 of the Code; provided that the reduction will only be made if, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the Excise Tax, the reduction would result in the receipt by Executive, on an after-tax basis, of a greater amount of the Total Payments notwithstanding that all or some portion of the Total Payments may be taxable under Section 4999 of the Code. Unless Executive has given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, the Company will reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity-based awards, then by reducing or eliminating any other remaining Total Payments. All determinations required to be made under this Paragraph 7 shall be made by PricewaterhouseCoopers or any other nationally recognized accounting firm which is Company’s outside auditor immediately prior to the event triggering the payments that are subject to the Excise Tax, which firm must have experience in such matters and be reasonably acceptable to Executive (the “Accounting Firm”). The Company shall cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and estimates of Executive’s after-tax net benefits before and after giving effect to such a reduction. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling Executive to a payment under this Agreement. All fees and expenses of the Accounting Firm shall be borne solely by the Company. The Accounting Firm’s dete...