Common use of Golden Parachute Provisions Clause in Contracts

Golden Parachute Provisions. Notwithstanding any other provision of this Agreement, in the event that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

Golden Parachute Provisions. Notwithstanding any other provision of Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Group to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the a “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “CodePayment”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments Executive shall be either entitled to receive an additional payment (aa “Gross-Up Payment”) delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the “Reduced Amount”) that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.

Golden Parachute Provisions. Notwithstanding any other provision of Anything in this AgreementAgreement to the contrary notwithstanding, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise) (the a “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “CodePayment”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code or Code, then, prior to the making of any successor provision (collectivelyPayment to the Executive, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments a calculation shall be either made comparing (ai) delivered in full, or (b) delivered the net benefit to such lesser extent that would result in no portion the Executive of the Payments Payment after payment of the Excise Tax to (ii) the net benefit to the Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, whichever of then the foregoing amounts, taking into account Payment shall be limited to the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be extent necessary to avoid being subject to the Excise TaxTax (the “Reduced Amount”). In the event that the Payments are to be reduced pursuant to this Section 6event, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction adjustments shall be made in a manner consistent with the requirements of following order: (i) the cash payments provided pursuant to Section 5(f) that are exempt from Code Section 409A of the shall first be reduced (if necessary, to zero); (ii) then, if further reductions are necessary, benefits provided under Section 5(f) that are exempt from Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts Section 409A shall be reduced on a pro rata basis (but if necessary, to zero); (iii) then, if still further reductions are necessary, the cash payments provided pursuant to Section 5(f) that are not below exempt from Code Section 409A shall be reduced (if necessary, to zero); (iv) then, if still further reductions are necessary, all of the benefits provided under Section 5(f) that are not exempt from Code Section 409A shall be reduced (if necessary, to zero); (v) then, if still further reductions are necessary, any equity awards that are part of the excess parachute payment and that are exempt from Code Section 409A shall be reduced (if necessary, to zero); and (vi) finally, if still further reductions are necessary, any equity awards that are part of the excess parachute payment and that are not exempt from Code Section 409A shall be reduced (if necessary, to zero). All calculations required pursuant The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to this Section 6 in clauses (i) and (ii) of the foregoing sentence shall be performed in good faith made by nationally recognized registered public accountants or tax counsel an independent accounting firm selected by Company and reasonably acceptable to the Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

Golden Parachute Provisions. Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 6, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the Company.

Golden Parachute Provisions. Notwithstanding any other provision of Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Employer to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”a "Payment") or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”)"), then the Payments Executive shall be either entitled to receive an additional payment (aa "Gross-Up Payment") delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the "Reduced Amount") that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.

Golden Parachute Provisions. Notwithstanding any other provision of Anything in this AgreementAgreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that the aggregate payments any payment or distributions distribution by the Company Employer to or for the benefit of Employee, the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, but determined without regard to any additional payments required under this Exhibit B) (the “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”a "Payment") or any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties are incurred by the Executive with respect to such excise tax (the total such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”)"), then the Payments Executive shall be either entitled to receive an additional payment from the Company (aa "Gross-Up Payment") delivered in full, an amount such that after payment by the Executive of all taxes (including any interest or (b) delivered penalties imposed with respect to such lesser extent that would result in no portion taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Payments being subject Gross-Up Payment equal to the Excise TaxTax imposed upon the Payments. Notwithstanding the foregoing, whichever of if it shall be determined that the foregoing amountsExecutive is entitled to a Gross-Up Payment, taking into account but that the applicable Federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax basis, Payments do not exceed 110% of the greatest amount of benefits, notwithstanding (the "Reduced Amount") that all or some portion of such benefits may could be subject paid to the Executive such that the receipt of Payments would not give rise to any Excise Tax. In , then no Gross-Up Payment shall be made to the event that Executive and the Payments are to be reduced pursuant to this Section 6Payments, such Payments in the aggregate, shall be reduced such that to the reduction of compensation to be provided to Employee as a result of this Section 6 is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 6 shall be performed in good faith by nationally recognized registered public accountants or tax counsel selected by the CompanyReduced Amount.