Modification of Payments Sample Clauses

Modification of Payments. In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 4(d) above.

Modification of Payments. In the event it shall be determined that any payment, right or distribution by Hxxxxxx Jxxxx or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, Executive’s employment with Hxxxxxx Jxxxx or a change in ownership or effective control of Hxxxxxx Jxxxx or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Code Section 280G on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Code Section 280G (the “Parachute Threshold”), so that Executive would be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 7 above. (1) HAS READ AND UNDERSTOOD THE ENTIRE AGREEMENT; (2) HAS HAD THE OPPORTUNITY TO ASK QUESTIONS AND CONSULT COUNSEL OR OTHER ADVISORS ABOUT ITS TERMS; AND (3) AGREES TO BE BOUND BY IT.

Modification of Payments. A. In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Code on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the base amount hereinafter being referred to as the “Base Amount”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the aggregate Payments to an amount equal to 2.99 times the Base Amount is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the aggregate Payments due to Executive do not exceed an amount equal to 2.99 times the Base Amount, reducing first any cash Payments and thereafter any equity or equity-based Payments. B. All determinations required to be made under this Section 14, including whether any Payment is a “parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm designated by the Company which is not the auditor of the Company or another party involved in the Change in Control (the “Accounting Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Payment, or such earlier time as is requested by the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

Modification of Payments. (a) In the event it shall be determined that any payment, right or distribution by the Company or any other person or entity to or for the benefit of Executive pursuant to the terms of this Agreement or otherwise, in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) on account of the aggregate value of the Payments due to Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) so that Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit Executive would receive if the full amount of the Payments were paid to Executive, then the Payments payable to Executive shall be reduced (but not below zero) so that the Payments due to Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 3.02(b) hereof. (b) The Company hereby agrees that, for purposes of determining whether any payment and benefits set forth in Section 3.04 above would be subject to the Excise Tax, the non-compete set forth in in Section 4.02 above shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or accountant’s attribution of a value to the non-compete set forth in in Section 4.02 above that is less than the total compensation amount that would be disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K if Executive had been a “named executive officer” of the Company in the year prior to year of the event that triggers the Excise Tax, to the extent the use of such lesser amount results in a larger Excise Tax than Executive would have been subject to had the Company or accountant attributed a value to the non-compete set forth in in Section 4.02 above that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for such year.

Modification of Payments. If, by operation of law or otherwise, any fees contemplated by this Agreement cannot be based upon gross revenues, then you and we agree to negotiate in good faith an alternative fee arrangement. If you and we are unable to reach an agreement on an alternative fee arrangement, then the Company reserves the right to terminate this Agreement upon notice to you, in which case all of the post-termination obligations set forth in Section 16 shall apply.

Modification of Payments. From and after the effective date of this --------------------------- Agreement, principal and interest shall be due and payable under the Note as follows: (a) Interest on the principal balance for the period from May 13, 2003 until March 1, 2004 shall be paid in cash at the Stated Rate (as defined herein) within twenty four (24) hours following the execution of this Renewal, Extension and Modification Agreement (b) Interest on the principal balance for the period from March 1,2004 until and including July 31, 2004, shall be pre-paid within five (5) business days following the execution of this Agreement at the Stated Rate (as defined herein) except that Borrower shall pay Lender in cash monthly the amount of Four Hundred Twenty Five 00/100 Dollars ($425.00), commencing on March 1, 2004, and continuing on the last day of each consecutive calendar month thereafter until and including July 31,2004. The Interest accrued during this period, less the amount of cash paid for Interest during this period, shall be pre-paid in equity of the Borrower at a value of $0.20 per share with an issue date of March 1, 2004.

Modification of Payments. From and after the effective date of this Agreement, principal and interest shall be due and payable under the Note as follows: Principal and accrued interest payments in the amount of THIRTY-FOUR THOUSAND THREE HUNDRED FIFTY-THREE AND 89/100 DOLLARS ($34,353.89) each, are due and

Modification of Payments. B. of the Agreement is deleted in its entirety.

Modification of Payments. (a) In the event it shall be determined that any payment, right or distribution by the Corporation or any other person or entity to or for the benefit of the Executive pursuant to the terms of this Agreement or otherwise, which is made in connection with, or arising out of, his employment with the Corporation or a change in ownership or effective control of the Corporation or a substantial portion of its assets (a “Payment”) is a “parachute payment” within the meaning of Section 280G of the Code on account of the aggregate value of the Payments due to the Executive being equal to or greater than three times the “base amount,” as defined in Section 280G(b)(3) of the Code, (the “Parachute Threshold”) so that the Executive would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net after-tax benefit that the Executive would receive by reducing the Payments to the Parachute Threshold is greater than the net after-tax benefit the Executive would receive if the full amount of the Payments were paid to the Executive, then the Payments payable to the Executive shall be reduced (but not below zero) so that the Payments due to the Executive do not exceed the amount of the Parachute Threshold, reducing first any Payments under Section 6(d)(i) hereof. (b) All determinations required to be made under this Section 9, including whether any Payment is a “parachute payment” and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized law or accounting firm designated by the Corporation (the “Firm”) and shall be based upon “substantial authority” (within the meaning of Section 6662 of the Code). The Firm shall provide detailed supporting calculations both to the Corporation and the Executive within 15 business days of the receipt of notice from the Corporation or the Executive that there has been a Payment, or such earlier time as is requested by the Corporation. All fees and expenses of the Firm shall be borne by the Corporation. Any determination by the Firm shall be binding upon the Corporation and the Executive.

Modification of Payments. From and after the effective date of this Agreement, principal and interest shall be due and payable under the Note as follows: Principal and accrued interest payments of THIRTY-THREE THOUSAND SEVEN HUNDRED SIXTY-THREE AND 94/100 DOLLARS ($33,763.94) each, are due and payable beginning on or before April 13, 2013, and continuing regularly and monthly thereafter on the same day of each month until May 13, 2015 (the “Maturity Date”). At that time, the entire amount of principal and accrued interest remaining unpaid will be payable. Interest will be calculated on the unpaid principal to the date of each payment made. Payments will be credited first to accrued unpaid interest and then to the reduction of principal. Maker acknowledges that the payment amount has been computed based on the annual interest rate in effect on the date hereof amortized over the remaining one hundred eighty-eight (188) months out of the initial amortization period of twenty (20) years. 6.