Limitations on Compensation. The parties hereby agree that the foregoing selling commissions and Dealer Manager Fees are not in excess of the usual and customary distributors’ or sellers’ commission received in the sale of securities similar to the Primary Shares, that Participating Dealer’s interest in the offering is limited to such selling commissions and Dealer Manager Fees from the Dealer Manager and Participating Dealer’s indemnity referred to in Section XII below, and that the Company is not liable or responsible for the direct payment of such selling commissions and Dealer Manager Fees to Participating Dealer.
Limitations on Compensation. (1) Compensation dollar limitation. For any Plan Year beginning after December 31, 1988, the Advisory Committee must take into account only the first $200,000 (or beginning January 1, 1990, such larger amount as the Commissioner of Internal Revenue may prescribe) of any Participant's Compensation. For any Plan Year beginning prior to January 1, 1989, this $200,000 limitation (but not the family aggregation requirement described in the next paragraph) applies only if the Plan is top heavy for such Plan Year or operates as a deemed top heavy plan for such Plan Year.
(2) Application of compensation limitation to certain family members. The $200,000 Compensation limitation applies to the combined Compensation of the Employee and of any family member aggregated with the Employee under Section 1.09 who is either (i) the Employee's spouse; or (ii) the Employee's lineal descendant under the age of 19. If, for a Plan Year, the combined Compensation of the Employee and such family members who are Participants entitled to an allocation for that Plan Year exceeds the $200,000 (or adjusted) limitation, "Compensation" for each such Participant, for purposes of the contribution and allocation provisions of Article III, means his Adjusted Compensation. Adjusted Compensation is the amount which bears the same ratio to the $200,000 (or adjusted) limitation as the affected Participant's Compensation (without regard to the $200,000 Compensation limitation) bears to the combined Compensation of all the affected Participants in the family unit. If the Plan uses permitted disparity, the Advisory Committee must determine the integration level of each affected family member Participant prior to the proration of the $200,000 Compensation limitation, but the combined integration level of the affected Participants may not exceed $200,000 (or the adjusted limitation). The combined Excess Compensation of the affected Participants in the family unit may not exceed $200,000 (or the adjusted limitation) minus the affected Participants' combined integration level (as determined under the preceding sentence). If the combined Excess Compensation exceeds this limitation, the Advisory Committee will prorate the Excess Compensation limitation among the affected Participants in the family unit in proportion to each such individual's Adjusted Compensation minus his integration level. If the Employer's Plan is a Nonstandardized Plan, the Employer may elect to use a different method in determining ...
Limitations on Compensation. Notwithstanding anything to the contrary herein, the maximum payment of cash pursuant to the Cash Award or the issuance of Common Stock pursuant to the Stock Award to the Participant hereunder shall be subject to the limitations in the Plans and the Participant’s employment agreement with the Company or a subsidiary thereof, each as may be amended from time to time.
Limitations on Compensation. No compensation shall be payable, and Broker-Dealer and General Agent agree to reimburse Distributor, for any compensation that may have been paid to Broker-Dealer, General Agent or any Agent in any of the following situations:
(i) Life Company, in its sole discretion, determines not to issue the Contract applied for; (ii) Life Company refunds the Premium upon the applicant's surrender or withdrawal pursuant to any "free look" provision; (iii) Life Company refunds the Premium paid by applicant as a result of a complaint by applicant; (iv) Life Company determines that any person soliciting an application who is required to be licensed or any other person or entity receving compensation for soliciting applications or Premium for the Contracts is not or was not duly licensed as an insurance agent; or (v) any other situation listed on Schedule I.
Limitations on Compensation. (i) In the event that the benefits payable to the Participant under Section 3.4(c) ("Severance Benefits"), or any other payments or benefits received or to be received by the Participant from the Company (whether payable pursuant to the terms of this Agreement, any other plan, agreement or arrangement with the Company or any corporation ("Affiliate") affiliated with the Company within the meaning of Section 1504 of the Internal Revenue Code of 1954, as amended (the "Code"), in the opinion of tax counsel selected by the Company's independent auditors, constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and the present value of such "parachute payments" equals or exceeds three (3) times the average of the annual compensation payable to the Participant by the Company (or an Affiliate) and includable in the Participant's gross income for federal income tax purposes for the five (5) calendar years preceding the year in which a change in ownership or control of the Company occurred ("Base Amount"), such Severance Benefits shall be reduced to an amount the present value of which (when combined with the present value of any other payments or benefits otherwise received or to be received by the Participant from the Company (or an Affiliate) that are deemed "parachute payments") is equal to 2.99 times the Base Amount, notwithstanding any other provision to the contrary in this Agreement. The Severance Benefits shall not be reduced if (A) the Participant shall have effectively waived his receipt or enjoyment of any such payment or benefit which triggered the applicability of this Section 3.4(d), or (B) in the opinion of such tax counsel, the Severance Benefits (in its full amount or as partially reduced, as the case may be) plus all other payments or benefits which constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code are reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4) of the Code, and such payments are deductible by the Company. The Base Amount shall include every type and form of compensation includable in the Participant's gross income in respect of his employment by the Company (or an Affiliate), except to the extent otherwise provided in temporary or final regulations promulgated under Section 280G(b) of the Code. For purposes of this Section 3.4(d), a "change in ownership or control" shall have the meaning set forth in Section 280G(b) of the Code an...
Limitations on Compensation. No compensation shall be payable, and any compensation already paid shall be returned to the Distributor (or to Equitable, at the direction of the Distributor) on request, under each of the following conditions:
a. if an Equitable Life Company, in its sole discretion, determines not to issue the Contract applied for;
b. if an Equitable Life Company refunds the Premium paid by an applicant, upon the exercise of applicant's right of withdrawal;
c. if an Equitable Life Company refunds the Premium paid by an applicant, as a result of a complaint by the applicant, recognizing that the Equitable Life Companies have sole discretion to refund Premiums; or
d. if the Distributor determines that any person signing an application or any person or entity receiving compensation for soliciting purchases of Contracts is not duly licensed to sell life insurance (and to sell variable contracts if required by the state in question). No compensation or reimbursement of any kind other than that described in this Agreement is payable to the General Agent or the Broker-Dealer. In addition, the Broker-Dealer and the General Agent recognize that, unless the provisions of Exhibit B apply to the receipt of an initial Premium, all compensation payable to the General Agent hereunder will be disbursed by or on behalf of the Distributor after each Premium is received and accepted by the appropriate Equitable Life Company.
Limitations on Compensation. The compensation provided in Section 7.1 above shall constitute compensation in full for all services to be performed by the General Agent hereunder. No compensation or reimbursement of any kind shall be due and payable to the General Agent pursuant to this Agreement except as expressly set forth in Exhibit A, as the same may be amended from time to time as above provided. Except as provided in Equitable's Policies and Procedures, no compensation or reimbursement of any kind otherwise due and payable hereunder in respect of any Contract shall be due and payable unless and until all Premiums then due and payable to Equitable pursuant to such Contract have been received and accepted by Equitable. No compensation will be due and payable hereunder in respect of any Application rejected by Equitable or any Contract for which the free look right has been exercised, except as otherwise provided to the contrary in Exhibit A attached hereto, and the General Agent shall promptly reimburse Equitable for the amount of any compensation previously paid to the General Agent in connection therewith.
Limitations on Compensation. No compensation or reimbursement of any kind other than that described in this Agreement is payable to the General Agent or the Broker-Dealer. In addition, the Broker-Dealer and the General Agent recognize that, unless the provisions of Exhibit A apply to the receipt of an initial Premium, all compensation payable to the General Agent hereunder will be disbursed by or on behalf of the Distributor after each Premium is received and accepted by the appropriate AXA Equitable Company.
Limitations on Compensation. In no event shall annual cash compensation payable with respect to any single fiscal year during the Employment Period, consisting of the total of Salary, Retirement Contribution, Basic Bonus and Performance Bonus, exceed $825,000. In the event, however, that application of the formulae for computation of Basic Bonus and Performance Bonus would result in annual compensation in excess of $825,000., then cash compensation shall be limited to $825,000., but all amounts earned in excess thereof shall be credited to a non-qualified deferred compensation account and be paid, without interest or other earnings thereon, at the Executive's retirement, death, disability or upon a sale of all or substantially all of ESG's assets or stock, provided further that the total of all such compensation consisting of Salary, Retirement Contribution, Basic Bonus and Performance Bonus, including amounts required to be credited toward the above mentioned deferred compensation account shall not exceed $1,250,000. for any fiscal year during the Employment Period. The payment of any deferred compensation required by this subparagraph shall be paid not later than ninety (90) days after the earliest date on which the event occurs which requires the payment of the deferred compensation account to the Executive.
Limitations on Compensation. No Compensation shall be payable, and Selling Entities agree to reimburse the Insurance Companies for any Compensation that may have been paid to the Selling Entities, only in any of the following situations:
(i) Insurance Companies’ determination not to issue the Product applied for based on their-current underwriting guidelines;
(ii) Product owner’s exercise of any “free look” provision;
(iii) it is determined that any person soliciting an application or any other person or entity receving Compensation for soliciting applications or premium for the Products who is required to be licensed is not or was not duly licensed as an insurance agent;
(iv) pursuant to the order of any regulatory body;
(v) Insurance Companies refund the premium paid by applicant as a result of a complaint by applicant that the Insurance Companies, after consultation with and agreement by Selling Entities, reasonably determine to be well founded;
(vi) as a result of the parties’ agreement to return the premium payment for a Product;
(vii) premiums have been refunded due to overpayment, errors in billing or in the timing of automatic premium collection deductions, or errors resulting in policy reissue;
(viii) the check delivered in payment of any contract premium does not clear;
