Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by 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 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; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s Retained Amount (as hereinafter defined) would be greater than Executive’s Retained Amount if the Total Benefits are not so reduced. “Retained Amount” shall mean the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto. To the extent any reduction is required, the Total Benefits shall be reduced in the following order: (i) any portion of the Total Benefits that are not subject to Section 409A of the Code (other than Total Benefits resulting from any accelerated vesting of equity awards), (ii) Total Benefits that are subject to Section 409A of the Code in reverse order of when payment is due, and (iii) Total Benefits that are not subject to Section 409A and arise from any accelerated vesting of any equity awards.
Golden Parachutes. AAM and each affiliate shall terminate all existing “golden parachute”, change of control, retention, and similar types of agreements or arrangements with any employee of, non-employee director of, or non-employee service provider to, AAM or any affiliate of AAM (“Golden Parachute Arrangements”). Continuing until 90 days following the later to occur of (a) the repayment and termination of the Second Lien Term Loan in accordance with the terms of the Second Lien Term Loan Agreement and (b) the termination of expedited payment terms provided in Section 1.5(g) of this Agreement, AAM and each affiliate shall not enter into any Golden Parachute Arrangements with any current or former employee of, current or former non-employee director of, and current or former non-employee service provider to, AAM or any affiliate of AAM.
Golden Parachutes. Not later than five days before the Closing Date, Micrion shall amend the terms of any Micrion compensation or benefit plan, or any other agreement to which Micrion is a party, that is listed on SCHEDULE 2.1.12
Golden Parachutes. Except as provided in Section 3.10(h) of the Disclosure Schedule, no amount that will be received (whether in cash, property, the vesting of property or otherwise) as a result of or in connection with the consummation of the Contemplated Transactions (either alone or in combination with any other event) or by any of the ancillary agreements, by any shareholder, employee, officer, director or other service provider of any Acquired Company who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) could reasonably be characterized as an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).
Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by 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 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;
Golden Parachutes. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by 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 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; provided, however, that no such reduction in the Total Benefits shall be made if by not making such reduction, Executive’s
Golden Parachutes. The Company is not obligated for any “excess parachute payment” as defined in Section 280G of the Codes.
Golden Parachutes. No amount that could be received by ----------------- (whether in cash or property or the vesting of property), or benefit provided to, any officer, director or employee of the Companies or any of their subsidiaries who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or WMI Plan currently in effect would be an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). No such person is entitled to receive any additional payment from the Companies, their subsidiaries, the Purchaser, or any other person (a "Parachute Gross Up Payment") in the event that the excise tax -------------------------- of Section 4999(a) of the Code is imposed on such person. The Board of Directors of the Companies has not granted to any officer, director or employee of the Companies or any of their subsidiaries any right to receive any Parachute Gross Up Payment.
Golden Parachutes. Notwithstanding any provision of this Agreement to the contrary, Employer shall make no payment to Executive that would be considered a prohibited “golden parachute” or indemnification payment under the provisions of 12 U.S.C. Section 1828(k).
Golden Parachutes. The Seller agrees to structure all stay bonuses, severance and other compensation arrangements for compensation to be paid prior to the Closing Date ("Pre-Closing Payments") to any person who is a "disqualified person" (within the meaning of Section 280G(c) of the Code) by the Seller (whether directly or indirectly, including by any other Person whose relationship to the Seller is such as to require attribution of stock ownership with the Seller under Section 318(a) of the Code), the Company or the Continuing Subsidiaries so that (i) no portion of such Pre-Closing Payments will constitute a "parachute payment" under Section 280G(b)(2)(A) of the Code (a "Parachute Payment"), and (ii) with respect to Pre-Closing Payments made to the persons identified on Schedule 5.21 as disqualified persons, no portion of such Pre-Closing Payments, when combined with payments made to such persons on or after the Closing Date which are considered to be contingent on a change (I) in the ownership or effective control of the Seller, or (II) in the ownership of a substantial portion of the assets of the Seller, within the meaning of Section 280G(b)(2)(a)(i) of the Code ("Post-Closing 280G Payments"), will constitute a Parachute Payment, provided that the aggregate present value of such Post-Closing 280G Payments (as determined under Section 280G of the Code) does not exceed the amount set forth opposite each such disqualified person's name in Schedule 5.21 (such amount, for each such disqualified person, being referred to as the "Parachute Payment Shortfall"). The Seller will not make any payments whatsoever on or after the Closing Date to any disqualified person if such payment would cause such disqualified person's Parachute Payment Shortfall to decrease. The Purchaser agrees to indemnify and hold harmless the Seller for any Taxes imposed upon, or assumed by Seller pursuant to Section 8.2(b) of this Agreement, by reason of any Post-Closing 280G Payment made by the Purchaser (whether directly or indirectly, including by any other Person whose relationship to the Purchaser is such as to require attribution of stock ownership with the Purchaser under Section 318(a) of the Code), the Company or the Continuing Subsidiaries to any such disqualified person, but only if the present value of such Post-Closing 280G Payment (as determined under Section 280G of the Code) exceeds such disqualified person's Parachute Payment Shortfall.
