Imposition of Payment Cap. If (A) the aggregate value of the Severance Amount, Accrued Obligations, and continuation of benefits to be paid or provided to the Executive under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Executive without the Executive incurring an Excise Tax and (B) the Executive would receive a greater net-after-tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) by applying the limitation contained in this Section 7(d)(iii), then such amounts payable to the Executive under this Section 7 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the "Payment Cap"). In the event that Executive receives reduced payments and benefits pursuant to the previous sentence, Executive shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that the Executive will receive in connection with the application of the Payment Cap.
Imposition of Payment Cap. If the aggregate value of all compensation payments or benefits to be paid or provided to the Executive under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Executive without the Executive incurring an Excise Tax, then the amounts payable to the Executive under this Section 7 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the "Payment Cap"). In the event that the Executive receives reduced payments and benefits hereunder, the Executive shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he will receive in connection with the application of the Payment Cap.
Imposition of Payment Cap. If (i) the aggregate value of all amounts and benefits to which Employee would be entitled under this Agreement and any other plan, program or arrangement with PPD exceeds the amount which can be paid to Employee without Employee incurring an Excise Tax and (ii) Employee would receive a greater net after-tax amount (taking into account all applicable taxes payable by Employee, including an Excise Tax) by applying the limitation contained in this Section 2.05(c), then the amounts otherwise payable to Employee under this Section 2 shall be reduced to an amount equal to the Payment Cap. If Employee receives reduced payments and benefits hereunder, Employee shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that Employee will receive in connection with the application of the Payment Cap.
Imposition of Payment Cap. If the aggregate value of _________________________ all compensation payments or benefits to be paid or provided to Executive under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to Executive without Executive incurring an Excise Tax by less than 105%, then the amounts payable to Executive under this Agreement may, in the discretion of the Company, be reduced (but not below zero) to the maximum amount which may be paid hereunder without Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the "Payment Cap"). In the event that Executive receives reduced payments and benefits hereunder, Executive shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he will receive in connection with the application of the Payment Cap.
Imposition of Payment Cap. In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any Affiliate, whether pursuant to any Plan or otherwise (the “Covered Payments”),
(i) would be an “excess parachute payment” as defined in Section 280G of the Code (the “Parachute Payments”), which would subject the Executive to the tax (the “Excise Tax”) imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), and
(ii) the net after-tax benefit to the Executive would be greater (taking into account all applicable income, excise and employment taxes, whether imposed at the federal, state or local level) were the amount of the Covered Payments reduced to the maximum amount of payments that could be paid without the Executive being subject to the Excise Tax (the “Safe Harbor Amount”), then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the extent necessary such that the Covered Payments do not exceed the Safe Harbor Amount (such reduced payments to be referred to as the “Payment Cap”). In the event that the Executive receives reduced payments and benefits under this subsection, such payments and benefits shall be reduced in connection with the application of the Payment Cap in the following manner: first the Executive’s severance benefits payable under Section 5.1(a)(v) shall be reduced, followed by, to the extent necessary and in order, the enhanced benefits payable under Section 5.1(a)(iii), any life insurance opt out income payable under Section 5.1(a)(vi), the continuation of benefits provided under Section 5.1(b), the Pro-rata Annual Bonus or Pro-rata Periodic Bonus payable under Section 5.1(a)(ii), the stock incentive awards payable under Section 5.1(a)(v), and finally the Accrued Obligations.
Imposition of Payment Cap. If -------------------------
Imposition of Payment Cap. If (x) the aggregate value of all compensation payments or benefits to be paid or provided to the Employee under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Employee without the Employee incurring an Excise Tax and (y) the Employee would receive a greater net after-tax amount (taking into account all applicable taxes payable by the Employee, including any Excise Tax) by applying the limitation contained in this Section 3(e)(iii), then the amounts payable to the Employee under this Section 3 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Employee becoming subject to such an Excise Tax (such reduced payments to be referred to as the "Payment Cap"). In the event the Employee receives reduced payments and benefits hereunder, Employee shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he or she will receive in connection with the application of the Payment Cap. In addition, the Employee may elect, by written notice to the Company delivered not later than the Change of Control Date, that, in lieu of limiting the benefits payable hereunder (or, if required to avoid an Excise Tax without regard to the payments made hereunder), the
Imposition of Payment Cap. If the Covered Payments exceed the Payment Cap, the parties agree that the Covered Payments shall automatically be reduced to the Payment Cap to eliminate any Excise Tax.
Imposition of Payment Cap. If (A) the aggregate value of the Severance Amount, Accrued Obligations, and continuation of benefits to be paid or provided to the Executive under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Executive without the Executive incurring an Excise Tax and (B) the Executive would receive a greater net-after-tax amount (taking into account all applicable taxes payable by the Executive, including any Excise Tax) by applying the limitation contained in this Section 7(d)(iii), then such amounts payable to the Executive under this Section 7 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Executive becoming subject to such an Excise Tax (such reduced payments to be referred to as the “Payment Cap”). In the event that Executive receives reduced payments and benefits pursuant to the previous sentence, the order in which they shall be reduced is the following: (i) cash severance payments under Section 7(c)(i); (ii) the rights to continued welfare and fringe benefits under Section 7(c)(ii); and (iii) the cash payment for legal fees and expenses under Section 10, in each case only to the extent that such reduction would eliminate or reduce the Excise Tax.
Imposition of Payment Cap. If the aggregate value of all compensation payments or benefits to be paid or provided to the Key Employee under this Agreement and any other plan, agreement or arrangement with the Company exceeds the amount which can be paid to the Key Employee without the Key Employee incurring an Excise Tax, then the amounts payable to the Key Employee under this Section 7 shall be reduced (but not below zero) to the maximum amount which may be paid hereunder without the Key Employee becoming subject to such an Excise Tax (such reduced payments to be referred to as the "PAYMENT CAP"). In the event that the Key Employee receives reduced payments and benefits hereunder, the Key Employee shall have the right to designate which of the payments and benefits otherwise provided for in this Agreement that he will receive in connection with the application of the Payment Cap.
