Common use of Limitation on Amounts Clause in Contracts

Limitation on Amounts. Notwithstanding any provision of this Agreement to the contrary, if it is determined that part or all of the compensation and benefits payable to the Officer (whether pursuant to the terms of this Agreement or otherwise) before application of this Paragraph 4(h) would constitute "parachute payments" under Section 280G of the Code, and the payment thereof would cause the Officer to incur the 20% excise tax under Section 4999 of the Code (or its successor), the following provisions shall apply: (i) The amounts otherwise payable to or for the benefit of the Officer pursuant to this Agreement (or otherwise) that, but for this Paragraph 4(h) would be "parachute payments," (referred to below as the "Total Payments") shall be reduced to an amount equal to three times the "base amount" (as defined under Section 280G) less $1,000 in a manner that maximizes the net after-tax amount payable to the Officer, as reasonably determined by the Consultant (as defined below). (ii) All determinations under this Paragraph 4(h) shall be made by a nationally recognized accounting, executive compensation or law firm appointed by the Company (the "Consultant") that is acceptable to the Officer on the basis of "substantial authority" (within the meaning of Section 6662 of the Code). The Consultant's fee shall be paid by the Company. The Consultant shall provide a report to the Officer that may be used by the Officer to file the Officer's federal tax returns. (iii) It is possible that payments will be made by the Company which should not have been made (each, an "Overpayment") due to the uncertain application of Section 280G of the Code at the time of a determination hereunder. In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid by the Officer to the Company together with interest at the prime rate of interest in effect on the date of such Overpayment; provided, however, that no amount shall be payable by the Officer to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. By accepting severance benefits under this Paragraph 4, the Officer waives the Officer's right, if any, to have any payment made under this Paragraph 4 taken into account to increase the benefits otherwise payable to, or on behalf of, the Officer under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by the Company (e.g., there will be no increase in the Officer's qualified pension benefit or life insurance because of severance benefits received hereunder).

Limitation on Amounts. Notwithstanding any provision of this Agreement to the contrary, if it is determined that part or all of the compensation and benefits payable to the Officer (whether pursuant to the terms of this Agreement or otherwise) before application of this Paragraph 4(h4(g) would constitute "“parachute payments" ” under Section 280G of the Code, and the payment thereof would cause the Officer to incur the 20% excise tax under Section 4999 of the Code (or its successor), the following provisions shall apply: (i) The amounts otherwise payable to or for the benefit of the Officer pursuant to this Agreement (or otherwise) that, but for this Paragraph 4(h4(g) would be "“parachute payments," ” (referred to below as the "“Total Payments"”) shall be reduced to an amount equal to three times the "“base amount" ” (as defined under Section 280G) less $1,000 in a manner that maximizes the net after-tax amount payable to the Officer, as reasonably determined by the Consultant (as defined below). (ii) All determinations under this Paragraph 4(h4(g) shall be made by a nationally recognized accounting, executive compensation or law firm appointed by the Company (the "“Consultant"”) that is acceptable to the Officer on the basis of "“substantial authority" ” (within the meaning of Section 6662 of the Code). The Consultant's ’s fee shall be paid by the Company. The Consultant shall provide a report to the Officer that may be used by the Officer to file the Officer's ’s federal tax returns. (iii) It is possible that payments will be made by the Company which should not have been made (each, an "“Overpayment"”) due to the uncertain application of Section 280G of the Code at the time of a determination hereunder. In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid by the Officer to the Company together with interest at the prime rate of interest in effect on the date of such Overpayment; provided, however, that no amount shall be payable by the Officer to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. By accepting severance benefits under this Paragraph 4, the Officer waives the Officer's ’s right, if any, to have any payment made under this Paragraph 4 taken into account to increase the benefits otherwise payable to, or on behalf of, the Officer under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by the Company (e.g., there will be no increase in the Officer's qualified pension benefit or life insurance because of severance benefits received hereunder)Company.

Limitation on Amounts. Notwithstanding any provision of this Agreement to the contrary, if it is determined that part or all of the compensation and benefits payable to the Officer (whether pursuant to the terms of this Agreement or otherwise) before application of this Paragraph 4(h) would constitute "“parachute payments" ” under Section 280G of the Code, and the payment thereof would cause the Officer to incur the 20% excise tax under Section 4999 of the Code (or its successor), the following provisions shall apply: (i) The amounts otherwise payable to or for the benefit of the Officer pursuant to this Agreement (or otherwise) that, but for this Paragraph 4(h) would be "“parachute payments," ” (referred to below as the "“Total Payments"”) shall be reduced to an amount equal to three times the "“base amount" ” (as defined under Section 280G) less $1,000 in a manner that maximizes the net after-tax amount payable to the Officer, as reasonably determined by the Consultant (as defined below). (ii) All determinations under this Paragraph 4(h) shall be made by a nationally recognized accounting, executive compensation or law firm appointed by the Company (the "“Consultant"”) that is acceptable to the Officer on the basis of "“substantial authority" ” (within the meaning of Section 6662 of the Code). The Consultant's fee shall be paid by the Company. The Consultant shall provide a report to the Officer that may be used by the Officer to file the Officer's federal tax returns. (iii) It is possible that payments will be made by the Company which should not have been made (each, an "“Overpayment"”) due to the uncertain application of Section 280G of the Code at the time of a determination hereunder. In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be repaid by the Officer to the Company together with interest at the prime rate of interest in effect on the date of such Overpayment; provided, however, that no amount shall be payable by the Officer to the Company if and to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. By accepting severance benefits under this Paragraph 4, the Officer waives the Officer's right, if any, to have any payment made under this Paragraph 4 taken into account to increase the benefits otherwise payable to, or on behalf of, the Officer under any employee benefit plan, policy or program, whether qualified or nonqualified, maintained by the Company (e.g., there will be no increase in the Officer's qualified pension benefit or life insurance because of severance benefits received hereunder).