Common use of Golden Parachute Limit Clause in Contracts

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Payments or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of Executive’s covenants pursuant to Section 7, 8, and 9, as determined by a valuation firm selected by S&T and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 3(d), be excluded from the amounts considered “parachute payments” to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 3(d) shall be made by tax counsel selected by S&T and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and S&T absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the event any such reduction is required, the Total Benefits shall be reduced in a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any payments provided for hereunder for purposes of Section 280G of the Code.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Payments or any other payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) ” (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable in consideration of Executive’s covenants pursuant to Section 7, 8, and 9, as determined by a valuation firm selected by S&T and reasonably acceptable to the Executive, shall, for purposes of the determinations made under this Section 3(d), be excluded from the amounts considered “parachute payments” to the maximum extent permitted under Section 280G of the Code. All determinations required to be made under this Section 3(d) shall be made by tax counsel selected by S&T and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and S&T absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the event any such reduction is required, the Total Benefits shall be reduced in a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any payments provided for hereunder for purposes of Section 280G of the Code.

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the CIC Severance Payments Benefits or any other payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (within the Executive meaning of Section 280G of the Code) of the Company occurring following the Effective Date (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable ; provided, however, that no such reduction in consideration of the Total Benefits shall be made if by not making such reduction, Executive’s covenants pursuant to Section 7, 8, and 9, Retained Amount (as determined by a valuation firm selected by S&T and reasonably acceptable to hereinafter defined) would be greater than Executive’s Retained Amount if the Executive, shall, for purposes of the determinations made under this Section 3(d), be excluded from the amounts considered “parachute payments” to the maximum extent permitted under Section 280G of the CodeTotal Benefits are so reduced. All determinations required to be made under this Section 3(d6(l) shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by S&T the Company prior to a Change in Control and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and S&T the Company absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the event Company. Prior to any such reduction is required, the in Executive’s Total Benefits shall be reduced in a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any payments provided for hereunder for purposes of Section 280G of the Code.Benefits

Golden Parachute Limit. Notwithstanding any other provision of this Agreement, in the event that any portion of the Severance Payments or any other payment or benefit received or to be received by Executive in connection with a “change in ownership or control” (within the Executive meaning of Section 280G of the Code) of Employer (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (collectively, the “Total Benefits”) would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (the “Excise Tax”), the Total Benefits shall be reduced to the extent necessary so that no portion of the Total Benefits is subject to the Excise Tax. All amounts payable ; provided, however, that no such reduction in consideration of the Total Benefits shall be made if by not making such reduction, Executive’s covenants pursuant to Section 7, 8, and 9, Retained Amount (as determined by a valuation firm selected by S&T and reasonably acceptable to hereinafter defined) would be greater than Executive’s Retained Amount if the Executive, shall, for purposes of the determinations made under this Section 3(d), be excluded from the amounts considered “parachute payments” to the maximum extent permitted under Section 280G of the CodeTotal Benefits are so reduced. All determinations required to be made under this Section 3(d) 18 shall be made by tax counsel or a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by S&T Employer and reasonably acceptable to the Executive (“Tax Counsel”), which determinations shall be conclusive and binding on the Executive and S&T Employer absent manifest error. All fees and expenses of Tax Counsel shall be borne solely by S&T. In the event Employer. Prior to any such reduction is required, the in Executive’s Total Benefits pursuant to this Section 18, Tax Counsel shall be reduced in provide Executive and Employer with a manner determined by S&T (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code. The parties hereto hereby elect to use the Applicable Federal Rate that is in effect on the date this Agreement is entered into for purposes of determining the present value of any payments provided for hereunder for purposes of Section 280G of the Code.report setting forth its calculations