Common use of IRC §§ 280G and 4999 Clause in Contracts

IRC §§ 280G and 4999. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the vesting of any Option granted to the Participant pursuant to this Agreement (a) constitutes a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then such Options shall vest either (i) in full or (ii) in such lesser amount which would result in no portion of such Option being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income or excise taxes (including the excise tax imposed by Section 4999), results in the Participant’s receipt on an after-tax basis, of the greatest amount of total compensation, notwithstanding that all or some portion of the Options may be taxable under Section 4999 of the Code.

IRC §§ 280G and 4999. Notwithstanding anything to the contrary contained in this Agreement, to the extent that the vesting of any Option granted to the Participant pursuant to this Agreement (a) constitutes a “parachute payment” within the meaning of Section 280G of the Code and (b) but for this SectionSection 7, would be subject to the excise tax imposed by Section 4999 of the Code, then such Options shall vest either (i) in full or (ii) in such lesser amount which would result in no portion of such Option being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income or excise taxes (including the excise tax imposed by Section 4999), results in the Participant’s receipt on an after-tax basis, of the greatest amount of total compensation, notwithstanding that all or some portion of the Options may be taxable under Section 4999 of the Code.