Common use of Limitation on Parachute Payments Clause in Contracts

Limitation on Parachute Payments. Any other provision of this Section 5.4 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment by ten percent (10%) 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 Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive 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 Executive Employee shall advise the Company in writing of his election within ten (10) days of receipt of notice. If the Executive Employee makes no such election within such ten (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 Executive Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 5.4 12 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment Payments by ten percent (10%) 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 total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive Employee may then elect, in his the Employee's sole discretion, which and how much of the Total total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Executive Employee shall advise the Company in writing of his the Employee's election within ten (10) 10 days of receipt of notice. If the Executive Employee makes no such election is made by the Employee within such ten (10)-day 10 day period, then the Company may elect which and how much of the Total 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 Executive Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 5.4 5 notwithstanding, if the aggregate amount of the Total Payments that would be subject to the Excise Tax could be avoided exceeds the Parachute Threshold by reducing the Total Payment by ten percent (less than 10%) 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 Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive 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 Executive Employee shall advise the Company in writing of his election within ten (10) 10 days of receipt of notice. If the Executive Employee makes no such election within such ten (10)-day 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 Executive Employee promptly of such election.the

Limitation on Parachute Payments. Any other provision of this Section 5.4 7 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment Payments by ten percent (10%) $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 Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive 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 Executive Employee shall advise the Company in writing of his the Employee's election within ten (10) 10 days of receipt of notice. If the Executive Employee makes no such election is made by the Employee within such ten (10)-day 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 Executive Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 5.4 9 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment Payments by ten percent (10%) $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 that the Total total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive Employee may then elect, in his the Employee’s sole discretion, which and how much of the Total total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Executive Employee shall advise the Company in writing of his the Employee’s election within ten (10) 10 days of receipt of notice. If the Executive Employee makes no such election is made by the Employee within such ten (10)-day 10 day period, then the Company may elect which and how much of the Total 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 Executive Employee promptly of such election.

Limitation on Parachute Payments. Any other provision of this Section 5.4 12 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment Payments by ten percent (10%) 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 total Payments are to be reduced under the preceding sentence, then the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive Employee may then elect, elect in his the Employee's sole discretion, which and how much of the Total total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall will be payable), ) and the Executive Employee shall advise the Company in writing of his the Employee's election within ten (10) 10 days of receipt of notice. If the Executive Employee makes no such election is made by the Employee within such ten (10)-day period, 10 day period then the Company may elect which and how much of the Total 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 Executive Employee promptly of such election.