Common use of Limitation on Payments and Benefits Clause in Contracts

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Employee has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”), and such determination will be conclusive and binding upon Employee and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Employee Executive has the right to receive from the Company or any entity which is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”), and such determination will be conclusive and binding upon Employee Executive and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee Executive will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee Executive in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement (or any other agreement, plan or arrangement, including, without limitation, any stock option agreement, covering the Executive) would be an "excess parachute payment," within the meaning of Section 280G of the Internal Revenue of 1986, as amended (the "Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an excess parachute payment, but only if and to the extent that such reduction will also result in, after taking into account all state, local and Federal taxes applicable to the Executive (computed at the highest applicable marginal rate), including any taxes payable pursuant to Section 4999 of the Code (and any similar tax that may hereafter be imposed under any successor provision or by any taxing authority), greater after-tax proceeds to the Executive than the after-tax proceeds to the Executive computed without regard to any such reduction. The determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the immediately preceding sentence shall be made at the expense of the Company, if requested by the Executive or provided in connection with the AgreementCompany, together with any other payments by a firm of independent certified public accountants or benefits which the Employee has the right to receive from a law firm selected by the Company and reasonably acceptable to the Executive. In the event that any payment or any entity which benefit intended to be provided under this Agreement or otherwise is a member of an “affiliated group” (as defined in section 1504(a) of the Code without regard required to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code)be reduced pursuant to this Section 8, the Executive shall be entitled to designate the payments or and/or benefits to be made or provided so reduced in connection order to give effect to this Section 8. The Company shall provide the Executive with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible all information reasonably requested by the Company pursuant Executive to section 280G of permit the Code or subject Executive to the excise tax imposed under section 4999 of the Code. The determination as to whether any make such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”), and such determination will be conclusive and binding upon Employee and the Companydesignation. In the event that the Accounting Firm is serving as accountant or auditor for Executive fails to make such designation within ten (10) business days of the individual, entity or group effecting date of his termination of employment with the Change of ControlCompany, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that may effect such a reduction is necessary, Employee will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Codeany manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any of the no amount or benefit shall be paid or provided under this Agreement to an extent or in a manner that would result in payments or benefits to be made (or provided in connection with the Agreement, together with any other payments or benefits which the Employee has the right to receive from compensation) not being fully deductible by the Company or any entity which is a member an Affiliate for federal income tax purposes because of an “affiliated group” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “excess parachute payment” (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto (or that would result in the Executive being subject to the excise tax imposed under section by Section 4999 of the Code, or any successor provision thereto). The determination as to of whether any such decrease in the payments or benefits to be provided under this Agreement or otherwise would not be so deductible (or whether the Executive would be subject to such excise tax) shall be made at the expense of the Company, if requested by either the Executive or the Company, by a firm of independent accountants or a law firm selected by the Company and reasonably acceptable to the Executive. The Company and the Executive shall cooperate to submit for approval by the shareholders of the Company, AMH or another applicable Affiliate, in accordance with Section 280G(b)(5) of the Code, payments and benefits that may be made or provided to the Executive that may otherwise be considered “parachute payments,” as defined in connection with Section 280G(b)(2) of the Code. In the event that any payment or benefit intended to be provided under this Agreement or otherwise would constitute a “parachute payment,” as defined in Section 280G of the Code, the Executive shall be entitled to designate the payments and/or benefits to be reduced or modified so that the Company or an Affiliate is necessary must be made in good faith not denied any federal income tax deductions for any such parachute payment because of Section 280G of the Code (or so that the Executive is not subject to the excise tax imposed by a nationally recognized accounting firm (Section 4999 of the “Accounting Firm”Code), and . The Company shall provide the Executive with all information reasonably requested by the Executive to permit the Executive to make such determination will be conclusive and binding upon Employee and the Companydesignation. In the event that the Accounting Firm is serving as accountant Executive fails to make such designation within ten (10) business days after the date his employment with the Company or auditor for the individual, entity or group effecting the Change of Controlan Affiliate terminates, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that may effect such a reduction is necessary, Employee will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Codeany manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the this Agreement, together with any other payments or benefits which the Employee has you have the right to receive from the Company or any entity corporation which is a member of an “"affiliated group” " (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member member, constitute an “"excess parachute payment” " (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will shall be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code; provided, that such reduction shall be made only if the aggregate amount of the payments after such reduction exceeds the difference between (A) the amount of such payments absent such reduction minus (B) the aggregate amount of the excise tax imposed under section 4999 of the Code attributable to any such excess parachute payments arising in connection with such Change in Control. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by legal counsel or a nationally recognized accounting firm (certified public accountant selected by you and reasonably acceptable to the “Accounting Firm”)Company, and such determination will be conclusive and binding upon Employee you and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee you will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee you in connection with the this Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under Code section 4999 4999. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the Codecounsel or accountant selected to make the determinations under this clause (ii). For purposes of this Section 2, your employment with the Company will be deemed to have been terminated on the date on which the Company or you, as the case may be, receives Notice of Termination notwithstanding that your Date of Termination occurs following the expiration of the two hundred ten (210) calendar-day-period referenced in clause (a).

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the this Agreement, together with any other payments or benefits which the Employee has you have the right to receive from the Company or any entity corporation which is a member of an “"affiliated group” " (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “"excess parachute payment” " (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by legal counsel or a nationally recognized accounting firm (certified public accountant selected by you and reasonably acceptable to the “Accounting Firm”)Company, and such determination will be conclusive and binding upon Employee you and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee you will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee you in connection with the this Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under Code section 4999 4999. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the Codecounsel or accountant selected to make the determinations under this clause (c).

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with the Agreement, together with any other payments or benefits which the Employee Executive has the right to receive from the Company or any entity which is a member of an “"affiliated group” " (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member constitute an “"excess parachute payment” " (as defined in section 280G(b) of the Code), the payments or benefits to be made or provided in connection with this Agreement will be reduced to the extent necessary to prevent any portion of such payments or benefits from becoming nondeductible by the Company pursuant to section 280G of the Code or subject to the excise tax imposed under section 4999 of the Code. The determination as to whether any such decrease in the payments or benefits to be made or provided in connection with this Agreement is necessary must be made in good faith by a nationally recognized accounting firm (the “"Accounting Firm”"), and such determination will be conclusive and binding upon Employee Executive and the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. In the event that such a reduction is necessary, Employee Executive will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to Employee Executive in connection with the Agreement will be excess parachute payments subject to the deduction limitations under section 280G of the Code and the excise tax under section 4999 of the Code.