Common use of Limitation on Gross-Up Payments Clause in Contracts

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II and Article IV of this Agreement shall be allocated as consideration for Executive’s entry into the covenants of Article VIII. (b) Notwithstanding any other provision of this Article V, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.2, would be payable to Executive, does not exceed 110% of Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, “Floor Amount” means the greatest pre-tax amount of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewith.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II and Article IV of this Agreement shall be allocated as consideration for Executive’s entry into the covenants of Article VIII. (b) Notwithstanding any other provision of this Article V, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.2, would be payable to Executive, does not exceed 110% of Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive (commencing with payments under Section 4.1(a)(vi)) shall be reduced (but not below the Floor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, “Floor Amount” means the greatest pre-tax amount of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewith.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II III and Article IV V of this Agreement Supplement shall be allocated as consideration for Executive’s entry into the covenants of Article VIIIIX. (b) Notwithstanding any other provision of this Article VVI, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.26.2, would be payable to Executive, does not exceed 110% of Floor Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Safe Harbor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes in any jurisdiction in which Executive is subject to taxation. (c) For purposes of this Supplement, “Floor Safe Harbor Amount” means the greatest pre-tax amount product of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for (i) 2.99 times (ii) Executive’s “base amount” as defined in Section 280G(b)(3) of the Code (or any Excise Taxes in connection therewithsuccessor provision thereto) and any regulations promulgated thereunder.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II III and Article IV V of this Agreement shall be allocated as consideration for Executive’s entry into the covenants of Article VIIIIX. (b) Notwithstanding any other provision of this Article VVI, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.26.2, would be payable to Executive, does not exceed 110% of Floor Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Safe Harbor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, Executive shall be deemed to be subject to the highest effective marginal rate of Taxes in any jurisdiction in which Executive is subject to taxation. (c) For purposes of this Agreement, “Floor Safe Harbor Amount” means the greatest pre-tax amount product of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for (i) 2.99 times (ii) Executive’s “base amount” as defined in Section 280G(b)(3) of the Code (or any Excise Taxes in connection therewithsuccessor provision thereto) and any regulations promulgated thereunder.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II and Article IV of this Agreement shall be allocated as consideration for Executive’s 's entry into the covenants of Article VIIIIX. (b) Notwithstanding any other provision of this Article V, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.2, would be payable to Executive, does not exceed 110% of Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, “"Floor Amount” " means the greatest pre-tax amount of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewith.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II IV, Article VI and Article IV VII of this Agreement shall be allocated as consideration for Executive’s 's entry into the covenants of Article VIIIIX. (b) Notwithstanding any other provision of this Article V, if the aggregate amount of the Potential Parachute Payments that, but for this Section 5.29.2, would be payable to Executive, does not exceed 110% of Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, “"Floor Amount” " means the greatest pre-tax amount of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewith.

Limitation on Gross-Up Payments. (a) To the extent possible, any payments or other benefits to Executive pursuant to Article II and Article IV of this Agreement shall be allocated as consideration for Executive’s 's entry into the covenants of Article VIII. (b) Notwithstanding any other provision of this Article V, if the aggregate amount After-Tax Amount (as defined below) of the Potential Parachute Payments and Gross-Up Payment that, but for this Section 5.2, would be payable to Executive, does not exceed 110% of After-Tax Floor Amount (as defined below), then no Gross-Up Payment shall be made to Executive and the aggregate amount of Potential Parachute Payments payable to Executive shall be reduced (but not below the Floor Amount) to the largest amount which would both (i) not cause any Excise Tax to be payable by Executive and (ii) not cause any Potential Parachute Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision). For purposes of the preceding sentence, “Floor Amount” means Executive shall be deemed to be subject to the greatest pre-tax amount highest effective marginal rate of Potential Parachute Payments that could be paid to Executive without causing Executive to become liable for any Excise Taxes in connection therewithTaxes. (c) For purposes of this Agreement: