Common use of No Excess Parachute Payments Clause in Contracts

No Excess Parachute Payments. Other than payments that may be made to the persons listed in Section 3.02(p) of the Parent Disclosure Letter (the "Primary Parent Executives"), any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Parent Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). Set forth in Section 3.02(p) of the Parent Disclosure Letter is (i) the estimated maximum amount that could be paid to each Primary Parent Executive as a result of the transactions contemplated by this Agreement under all employment, severance and termination agreements, other compensation arrangements and Parent Benefit Plans currently in effect and (ii) the "base amount" (as such term is defined in Section 280G(b)(3) of the Code) for each Primary Parent Executive calculated as of the date of this Agreement.

No Excess Parachute Payments. Other than payments that may be made to the persons listed in Section 3.02(p3.01(p) of the Parent Company Disclosure Letter (the "Primary Parent Company Executives"), any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Parent the Company or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Parent Company Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). Set forth in Section 3.02(p3.01(p) of the Parent Company Disclosure Letter is (i) the estimated maximum amount that could be paid to each Primary Parent Company Executive as a result of the transactions contemplated by this Agreement under all employment, severance and termination agreements, other compensation arrangements and Parent Company Benefit Plans currently in effect and (ii) the "base amount" (as such term is defined in Section 280G(b)(3) of the Code) for each Primary Parent Company Executive calculated as of the date of this Agreement.