Golden Parachute Limitations Sample Clauses

Golden Parachute Limitations. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement or otherwise payable to the Executive by the Employer would be an “excess parachute payment,” within the meaning of Code Section 280G, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Code Section 4999, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Employer, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Employer by the Employer’s independent accountants. In the event the Aggregate Payments are required to be reduced pursuant to this Section, the Aggregate Payments will be reduced by category in the following order: (a) cancellation of accelerated vesting of equity awards; (b) reduction or elimination of cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Aggregate Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Aggregate Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. Within each other category, cash payments and payments with respect to any equity award will be reduced pro rata based on the portion of cash or other payment with respect to the Aggregate Payments, in each case beginning with payments that would otherwise be made last in time; provided that in no event shall ...

Golden Parachute Limitations. Section 5 of the Executive CoC Agreement is incorporated herein by reference.

Golden Parachute Limitations. Notwithstanding any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement or otherwise payable to the Executive by the Employer (the “Aggregate Payments”) would be an “excess parachute payment” (within the meaning of Code Section 280G(b)(1)) but for the application of this sentence, then the Aggregate Payments will be either (a) delivered in full or (b) reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Code Section 4999 (and any equivalent state or local excise taxes), results in the receipt by Executive on an after-tax basis, of the greatest amount of Aggregate Payments, notwithstanding that all or some portion of such Aggregate Payments may be taxable under Code Section 4999. For purposes of determining whether any portion of the Aggregate Payments would be an excess parachute payment, any determination will be made in writing by an independent tax or valuation expert selected by the Employer and reasonably acceptable to the Executive, whose determination will be conclusive and binding upon Executive and the Employer. For purposes of making the calculations required by this Section 9, the Determination Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. In the event the Aggregate Payments are required to be reduced pursuant to this Section, the Aggregate Payments will be reduced by category in the following order: (a) cancellation of accelerated vesting of equity awards; (b) reduction or elimination of cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Aggregate Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Aggregate Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of equity award compensation is to be cancelled, such acceleration of vesting will be cancelled in the reverse order of the date ...

Golden Parachute Limitations. Unless otherwise specified in an Award Agreement, no Award will be accelerated under the Plan to an extent or in a manner that would not be fully deductible by the Company for federal income tax purposes because of Section 280G of the Code, nor will any payment hereunder be accelerated if any portion of such accelerated payment would not be deductible by the Company because of Section 280G of the Code. If a Participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then the Participant may by written notice to the Company designate the order in which such parachute payments will be reduced or modified so that the Company is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code.

Golden Parachute Limitations. Notwithstanding anything contained herein to the contrary, in the event that the payments to Employee contemplated by this Agreement or the agreements referred to herein, either alone or together with other payments Employee has a right to receive from Employer or NewREIT, would not be deductible (in whole or in part) by Employer or NewREIT as a result of such payments constituting a "parachute payment" (as defined in Section 280G of the Internal Revenue Code, as amended (the "Code")), such payments shall be reduced to the largest amount as will result in no portion of such payments not being fully deductible by Employer or NewREIT as the result of Section 280G of the Code. The determination of a valuation for purposes of Section 280G of consulting, noncompetition or other agreements resulting in a reduction in the payments pursuant to the foregoing sentence shall be made exclusively by independent public accountants selected by mutual agreement of

Golden Parachute Limitations. Notwithstanding anything contained herein to the contrary, in the event that the payments to Employee contemplated by this Agreement or the

Golden Parachute Limitations. Notwithstanding any other agreement between the Company and Employee, in the event that any payment or benefits (whether made or provided pursuant to this Agreement or otherwise) provided to Employee constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”) and would be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code, then Employee will be entitled to receive only the maximum amount that may be provided to Employee without resulting in any portion of such Parachute Payments being subject to such Excise Tax. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) any cash payment under this Agreement, (2) any cash severance payable by reference to Employee’s base salary and annual bonus; (3) any other cash amount payable to Employee; (4) any benefit valued as a “parachute payment” (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 6(m) shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Employee. For purposes of making any calculation required by this Section 6(m), such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code, including without limitation, determination whether such payments constitute reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code.

Golden Parachute Limitations. Notwithstanding anything contained herein to the contrary, in the event that the payments to Employee contemplated by this Agreement or the agreements referred to herein, either alone or together with other payments Employee has a right to receive from Employer or AMREIT, would not be deductible (in whole or in part) by Employer or AMREIT as a result of such payments constituting a "parachute payment" (as defined in Section 280G of the Internal Revenue Code, as amended (the "Code,")), such payments shall be reduced to the largest amount as will result in no portion of such payments not being fully deductible by Employer or AMREIT as the result of Section 280G of the Code. The determination of a valuation for purposes of Section 280G of consulting, noncompetition or other agreements resulting in a reduction in the payments pursuant to the foregoing sentence shall be made exclusively by independent public accountants selected by mutual agreement of Employee and Employer. if Employee and Employer are unable to agree upon a single firm to make such determination, Employee and Employer shall each select one firm and the firms selected shall appoint a third firm to make the determination. The fees and