Limitation on Severance Payments. (a) Notwithstanding anything to the contrary contained in this Agreement, in the event that any Severance Payments paid or payable to the Executive or for his benefit pursuant to the terms of this Agreement or otherwise in connection with a Change in Control (“Total Payments”) would be subject to any Excise Tax, then the value of the Total Payments will be reduced to the extent necessary so that, within the meaning of Code Section 280G(b)(2)(A)(ii), the aggregate present value of the payments in the nature of compensation to (or for the benefit of) the Executive that are contingent on a Change in Control (with a Change in Control for this purpose being defined in terms of a “change” described in Code Section 280G(b)(2)(A)(i) or (ii)), do not exceed 2.999 multiplied by the Base Amount. For this purpose, cash Severance Payments will be reduced first (if necessary, to zero), and all other, non-cash Severance Payments will be reduced next (if necessary, to zero). For purposes of the limitation described in the preceding sentence, the following will not be taken into account: (1) any portion of the Total Payments the receipt or enjoyment of which the Executive effectively waived in writing prior to the Date of Termination, and (2) any portion of the Total Payments that, in the opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2).
Limitation on Severance Payments. Notwithstanding the foregoing, any severance payment and, if applicable, the value of any option acceleration and any other benefits payable hereunder shall be reduced by such amount as is necessary, in the opinion of tax counsel or other appropriate tax advisor selected in good faith by the Corporation, so that no portion of the foregoing will be subject to excise taxes for an “excess parachute payment” under Internal Revenue Code Sections 280G and 4999.
Limitation on Severance Payments. (a) Notwithstanding any provision of this Agreement, if any portion of the severance payments under this Article V or other payment under this Agreement together with any other payments or compensation which Employee has a right to receive from the Corporation or its affiliates (in the aggregate, “Total Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and, but for this Section 5.9, would be subject to excise tax imposed by Section 4999 of the Code, the Total Payments shall be reduced to the largest amount as will result in no portion of the severance payment being subject to the excise tax imposed by Section 4999 of the Code.
Limitation on Severance Payments. If the vesting of any options or other awards granted to Executive under any incentive plan upon a change in control event (as defined under the Company's 1999 Stock Incentive Plan) together with all other payments and the value of any benefit received or to be received by Executive would result in all or a portion of such payments to be subject to excise tax under Section 4999 of the Internal Revenue Code (the "Code"), then Executive's payments will be either (a) the full payments or (b) such lesser amount that would result in no portion of the payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive, on an after-tax basis, of the greatest amount of the payments notwithstanding that all or some portion of the payments may be taxable under Section 4999 of the Code. Executive will be entitled to receive the foregoing full payments, however, only if the excess of (c) the "parachute payments" as defined in Section 280G(b)(2) of the Code, over (d) 2.99 times Executive's "base amount" as defined in Section 280G(b)(3) of the Code exceeds the sum of (x) the greater of (i) $100,000 or (ii) ten (10) percent of the payments under this Agreement plus (y) the excise tax imposed under Section 4999 of the Code, plus (z) the applicable federal, state, and local employment taxes and income taxes imposed on the excess of (i) the "parachute payments" as defined in Section 280G(b)(2) of the Code, over (ii) 2.99 times Executive's -4- 5 "base amount" as defined in Section 280G(b)(3) of the Code. All determinations required to be made under this Section will be made by any nationally recognized accounting firm that is the Company's outside auditor at the time of such determination (the "ACCOUNTING FIRM"). The Company will cause the Accounting Firm to provide detailed supporting calculations of its determinations to the Company and Executive. Notice must be given to the Accounting Firm within fifteen (15) business days after an event entitling Executive to a payment under this Agreement. All fees and expenses of the Accounting Firm will be borne solely by the Company. The Accounting Firm's determinations must be made with substantial authority (within the meaning of Section 6662 of the Code).
Limitation on Severance Payments. The payment contemplated under Subsection 8(d)(ii) of the Agreement shall only be payable if Executive experiences a “separation from service,” as that term is used in Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “Code”). Whether a separation from service takes place is determined in accordance with the requirements of Internal Revenue Code Section 409A and related Treasury guidance and regulations based on the facts and circumstances surrounding the termination of Executive’s employment and whether Employer and Executive intended for Executive to provide significant services following such termination. Executive’s employment relationship will be treated as continuing intact while Executive is on military leave, sick leave, or other bona fide leave of absence if the period of such leave of absence does not exceed six months, or if longer, so long as Executive’s right to reemployment by Employer is provided either by statute or by contract. If the period of leave exceeds six (6) months and there is no right to reemployment, a separation from service will be deemed to have occurred as of the first date immediately following such six-month period.
Limitation on Severance Payments. 1. If the Contract is terminated pursuant to sub-section A (mutual agreement) or sub-section B (for cause), the Superintendent shall be entitled to no additional salary or benefits beyond the termination date established by the Board.
Limitation on Severance Payments. (a) Notwithstanding anything in this Agreement to the contrary, any "parachute payments" to be made to or for the benefit of the Employee, whether pursuant to this Agreement or otherwise, shall be modified to the extent necessary so that the requirements of either paragraph (1) or (2) below are satisfied:
Limitation on Severance Payments. (a) Notwithstanding any other provision to the contrary, in the event that any Severance Payments paid or payable to the Executive or for his benefit pursuant to the terms of this Agreement or other payments and benefits the Executive is entitled to receive, has received or would receive in connection with a “change in ownership or control” as defined in Code Section 280G, whether pursuant to this Agreement or otherwise (collectively, the “Total Payments”) would be subject to any Excise Tax, then, depending on whichever alternative produces the better net after-tax result for the Executive (taking into account any applicable Excise Tax and any other applicable tax), the value of the Total Payments will either:
Limitation on Severance Payments. Notwithstanding any provision of this Agreement or any other agreement of the parties, if the severance payment or payments under this Agreement, either alone or together with other payments which the Executive has the right to receive from the Company, would constitute a "parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision, such lump sum severance payment shall be reduced to the largest amount as will result in no portion of the lump sum severance payment under this Agreement being subject to the excise tax imposed by Section 4999 of the Code.
Limitation on Severance Payments. (a) Notwithstanding anything to the contrary set forth herein, if any part of the Severance Payments, taken in combination with any other benefits payable to Brown pursuant to this Agreement (collectively, the "SEPARATION PAYMXXXX") would, if paid, constitute a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "CODE"), then such Separation Payments shall be payable to Brown only if the value of the Separation Payments, less the amount xx xxy excise taxes payable under Code Section 4999, and any similar or comparable taxes due in connection with such Separation Payments, is greater than the highest amount not constituting a "parachute payment" that could be paid to Brown in connection with this Agreement (the "ALTERNATIVE PAYMENT"); xxxxrwise, only the Alternative Payment shall be payable to Brown. For purposes of this Section 3, the value of all payments or xxxxxhetical payments to Brown, including, without limitation, the Separation Payments, shall xx xetermined in accordance with Code Section 280G(d)(4) and any regulations issued thereunder.
