Common use of PARACHUTE LIMIT Clause in Contracts

PARACHUTE LIMIT. Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on such amounts or benefits received from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code (the "Parachute Payments"), the amounts of any Parachute Payments shall be automatically reduced as described herein to an amount one dollar less than an amount that would subject the Executive to the excise tax under Section 4999 of the Code (the "Parachute Limit"); provided, however, that this Section 4(j) shall apply only if the reduced Parachute Payments received by the Executive (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Parachute Payments to be received by the Executive minus (i) the excise tax payable under Section 4999 of the Code with respect to such Parachute Payments and (ii) all applicable federal, state and local income, social security and other taxes on such Parachute Payments. The foregoing reduction shall be applied to the Parachute Payments as follows: (i) first by reducing the amounts payable under Section 4(d) (if such amounts are included in such computation) until such amounts have been exhausted up to the Parachute Limit, (ii) then by reducing any such other amounts and benefits (other than awards described in (iii) below) as determined by the Company, and (iii) notwithstanding anything contained herein or in an option, warrant or restricted stock agreement, award or plan relating to the Executive then, on a pro-rata basis up to the Parachute Limit, by failing to accelerate the vesting (without affecting the right to vest) upon a change in ownership or effective control or change in ownership of a substantial portion of assets (as described in Code Section 280G(b)(2)(A)(i)) of any unvested awards of shares of restricted stock of the Company previously granted to Executive and options or warrants to purchase shares of the Company previously granted to Executive. Notwithstanding the foregoing, the Company shall treat any of the amounts described in (i) through (iii) above as a Parachute Payment solely to the extent required under applicable law.

PARACHUTE LIMIT. Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on such amounts or benefits received from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code (the "Parachute Payments"), the amounts of any Parachute Payments shall be automatically reduced as described herein to an amount one dollar less than an amount that would subject the Executive to the excise tax under Section 4999 of the Code (the "Parachute Limit"); provided, however, that this Section 4(j4(i) shall apply only if the reduced Parachute Payments received by the Executive (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Parachute Payments to be received by the Executive minus (i) the excise tax payable under Section 4999 of the Code with respect to such Parachute Payments and (ii) all applicable federal, state and local income, social security and other taxes on such Parachute Payments. The foregoing reduction shall be applied to the Parachute Payments as follows: (i) first by reducing the amounts payable under Section 4(d4(c) (if such amounts are included in such computation) until such amounts have been exhausted up to the Parachute Limit, (ii) then by reducing any such other amounts and benefits (other than awards described in (iii) below) as determined by the Company, and (iii) notwithstanding anything contained herein or in an option, warrant or restricted stock agreement, award or plan relating to the Executive then, on a pro-rata basis up to the Parachute Limit, by failing to accelerate the vesting (without affecting the right to vest) upon a change in ownership or effective control or change in ownership of a substantial portion of assets (as described in Code Section 280G(b)(2)(A)(i)) of any unvested awards of shares of restricted stock of the Company previously granted to Executive and options or warrants to purchase shares of the Company previously granted to Executive. Notwithstanding the foregoing, the Company shall treat any of the amounts described in (i) through (iii) above as a Parachute Payment solely to the extent required under applicable law.

PARACHUTE LIMIT. Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on such amounts or benefits received from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code (the "Parachute PaymentsPayments "), the amounts of any Parachute Payments shall be automatically reduced as described herein to an amount one dollar less than an amount that would subject the Executive to the excise tax under Section 4999 of the Code (the "Parachute Limit"); provided, however, that this Section 4(j4(k) shall apply only if the reduced Parachute Payments to be received by the Executive (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Parachute Payments to be received by the Executive minus (i) the excise tax payable under Section 4999 of the Code with respect to such Parachute Payments and (ii) all applicable federal, state and local income, social security and other taxes on such Parachute Payments. The foregoing reduction shall be applied to the Parachute Payments as follows: (i) first by reducing the amounts payable under Section 4(d4(f) (if such amounts are included in such computation) until such amounts have been exhausted up to the Parachute Limit, (ii) then by reducing any such other amounts and benefits (other than awards described in (iii) below) as determined by the Company, and (iii) notwithstanding anything contained herein or in an option, warrant or restricted stock agreement, award or plan relating to the Executive then, on a pro-rata basis up to the Parachute Limit, by failing to accelerate the vesting (without affecting the right to vest) upon a change in ownership or effective control or change in ownership of a substantial portion of assets (as described in Code Section 280G(b)(2)(A)(i)) of any unvested awards of shares of restricted stock of the Company previously granted to the Executive and options or warrants to purchase shares of the Company previously granted to the Executive. Notwithstanding the foregoing, the Company shall treat any of the amounts described in clauses (i) through (iii) above in the preceding sentence as a Parachute Payment solely to the extent required under applicable by law.

PARACHUTE LIMIT. Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on such amounts or benefits received from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code (the "Parachute PaymentsPayments "), the amounts of any Parachute Payments shall be automatically reduced as described herein to an amount one dollar less than an amount that would subject the Executive to the excise tax under Section 4999 of the Code (the "Parachute LimitLimit "); provided, however, that this Section 4(j4(k) shall apply only if the reduced Parachute Payments received by the Executive (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Parachute Payments to be received by the Executive minus (i) the excise tax payable under Section 4999 of the Code with respect to such Parachute Payments and (ii) all applicable federal, state and local income, social security and other taxes on such Parachute Payments. The foregoing reduction shall be applied to the Parachute Payments as follows: (i) first by reducing the amounts payable under Section 4(d) (if such amounts are included in such computation) until such amounts have been exhausted up to the Parachute Limit, (ii) then by reducing any such other amounts and benefits (other than awards described in (iii) below) as determined by the Company, and (iii) notwithstanding anything contained herein or in an option, warrant or restricted stock agreement, award or plan relating to the Executive then, on a pro-rata basis up to the Parachute Limit, by failing to accelerate the vesting (without affecting the right to vest) upon a change in ownership or effective control or change in ownership of a substantial portion of assets (as described in Code Section 280G(b)(2)(A)(i)) of any unvested awards of shares of restricted stock of the Company previously granted to Executive and options or warrants to purchase shares of the Company previously granted to Executive. Notwithstanding the foregoing, the Company shall treat any of the amounts described in (i) through (iii) above as a Parachute Payment solely to the extent required under applicable law.

PARACHUTE LIMIT. Notwithstanding anything else herein, to the extent the Executive would be subject to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on such amounts or benefits received from the Company required to be included in the calculation of parachute payments for purposes of Sections 280G and 4999 of the Code (the "Parachute Payments"), the amounts of any Parachute Payments shall be automatically reduced as described herein to an amount one dollar less than an amount that would subject the Executive to the excise tax under Section 4999 of the Code (the "Parachute Limit"); provided, however, that this Section 4(j4(i) shall apply only if the reduced Parachute Payments received by the Executive (after taking into account further reductions for applicable federal, state and local income, social security and other taxes) would be greater than the unreduced Parachute Payments to be received by the Executive minus (i) the excise tax payable under Section 4999 of the Code with respect to such Parachute Payments and (ii) all applicable federal, state and local income, social security and other taxes on such Parachute Payments. The foregoing reduction shall be applied to the Parachute Payments as follows: (i) first by reducing the amounts payable under Section 4(d4(c) (if such amounts are included in such computation) until such amounts have been exhausted up to the Parachute Limit, (ii) then by reducing any such other amounts and benefits (other than awards described in (iii) below) as determined by the Company, and (iii) notwithstanding anything contained herein or in an option, warrant or restricted stock agreement, award or plan relating to the Executive then, on a pro-rata basis up to the Parachute Limit, by failing to accelerate the vesting (without affecting the right to vest) upon a change in ownership or effective control or change in ownership of a substantial portion of assets (as described in Code Section 280G(b)(2)(A)(i)) of any unvested awards of shares of restricted stock of the Company previously granted to Executive and options or warrants to purchase shares of the Company previously granted to Executive. Notwithstanding the foregoing, the Company shall treat any of the amounts described in (i) through (iii) above as a Parachute Payment solely to the extent required under applicable law.upon