Common use of Limitation on Parachute Payments Clause in Contracts

Limitation on Parachute Payments. Any other provision of this Section 4 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee notice to that effect and a copy of the detailed calculation thereof. The Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee shall advise the Company in writing of his election within 10 days of receipt of notice. If the Employee make no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 Exhibit A notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 45,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee Executive notice to that effect and a copy of the detailed calculation thereof. thereof The Employee Executive may then elect, in his the Executive's sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Employee shall advise the Company in writing of his the Executive's election within 10 days of receipt of notice. If the Employee make no such election is made by the Executive within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and it shall notify the Employee Executive promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 9 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 5% or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee Executive notice to that effect and a copy of the detailed calculation thereof. The Employee Executive may then elect, in his the Executive's sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Employee shall advise the Company in writing of his the Executive's election within 10 days of receipt of notice. If the Employee make no such election is made by the Executive within such 10-10 day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election election, no Excise Tax shall will be payable), ) and it shall notify the Employee Executive promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 10 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 10,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company Gen-Probe shall promptly give the Employee Executive notice to that effect and a copy of the detailed calculation thereof. The Employee Executive may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee Executive shall advise the Company Gen-Probe in writing of his election within 10 ten (10) days of receipt of notice. If the Employee Executive make no such election within such 10-day ten (10)-day period, then the Company Gen-Probe may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee Executive promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee notice to that effect and a copy of the detailed calculation thereof. The Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee shall advise the Company in writing of his election within 10 days of receipt of notice. If the Employee make makes no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 11 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee notice to that effect and a copy of the detailed calculation thereof. The Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee shall advise the Company in writing of his election within 10 days of receipt of notice. If the Employee make no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 Agreement notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee Executive notice to that effect and a copy of the detailed calculation thereof. The Employee Executive may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee Executive shall advise the Company in writing of his election within 10 days of receipt of notice. If the Employee Executive make no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee Executive promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 Exhibit B notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 45,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee employee notice to that effect and a copy of the detailed calculation thereof. The Employee employee may then elect, in his the employee's sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Employee shall advise the Company in writing of his the employee's election within 10 days of receipt of notice. If the Employee make no such election is made by the employee within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and it shall notify the Employee employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 5 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 50,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines Accountants determine that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee notice to that effect and a copy of the detailed calculation thereof. The Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee shall advise the Company in writing of his election within 10 business days of receipt of notice. If the Employee make makes no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be is payable), and it shall notify the Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 8 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 10,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company Gen-Probe shall promptly give the Employee Executive notice to that effect and a copy of the detailed calculation thereof. The Employee Executive may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee Executive shall advise the Company Gen-Probe in writing of his election within 10 ten (10) days of receipt of notice. If the Employee Executive make no such election within such 10-day ten (10)-day period, then the Company Gen-Probe may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee Executive promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 4 10 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payments by $25,000 or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Employee notice to that effect and a copy of the detailed calculation thereof. The Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Employee shall advise the Company in writing of his election within 10 days of receipt of notice. If the Employee make makes no such election within such 10-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Employee promptly of such election.