Common use of Parachute Payment Limitation Clause in Contracts

Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced in subparagraph 9(b), together with any other payments or benefits that Employee has the right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments and benefits provided hereunder shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds the Safe Harbor Amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision Anything in this AgreementAgreement to the contrary notwithstanding, if Employee the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced payments and benefits provided in subparagraph 9(b)for in this Agreement, together with any other payments or and benefits that Employee which the Executive has the right to receive from (collectively, the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the payments and benefits provided hereunder Payments shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall Payments will be one dollar ($1.00 1.00) less than three times Employeethe Executive’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee the Payments shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”)Code, or (b) paid in full, whichever produces the better net after-tax result for Employee the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be made by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits Payments is necessary shall be made by the Company in good faith faith, and such determination shall be conclusive and binding on Employeethe Executive. If a reduced payment Payment is made to Employee pursuant to clause (a) above and or provided and, through error or otherwise otherwise, that paymentPayment, when aggregated with other payments and benefits from the Company (or its affiliatesaffiliated companies) used in determining if a “parachute payment payment” exists, exceeds one dollar ($1.00) less than three (3) times the Safe Harbor AmountExecutive’s base amount, Employee then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G of the Code), and any of the Severance Benefits referenced in subparagraph 9(b)payments and benefits described herein, together with any other payments or benefits that which Employee has the right to receive from the Company (and affiliated entities required to be aggregated Company, would, in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) would the aggregate, constitute a “parachute payment” (as defined in Section 280G of the Code), the then such payments and benefits provided hereunder shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”)Code, or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Company Board in good faith its sole discretion and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds the Safe Harbor Amount$1.00 less than three times Employee’s base amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G of the Internal Revenue Code, as amended (the “Code”)), and any of the Severance Benefits referenced in subparagraph 9(b)payments and benefits described herein, together with any other payments or benefits that which Employee has the right to receive from the Company (and affiliated entities required to be aggregated Company, would, in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) would the aggregate, constitute a “parachute payment” (as defined in Section 280G of the Code), the then such payments and benefits provided hereunder shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”)Code, or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Company Board in good faith its sole discretion and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds the Safe Harbor Amount$1.00 less than three times Employee’s base amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced in subparagraph 9(b8(b), together with any other payments or benefits that which Employee has the right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments and benefits provided hereunder shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) Affiliates used in determining if a parachute payment exists, exceeds the Safe Harbor Amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a9(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a9(a) and 10(b9(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any Any provision of this Agreement to the contrary provision in this Agreementnotwithstanding, if Employee Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced severance benefits provided in subparagraph 9(b)paragraph 1, together with any other payments or benefits that Employee which the Executive has the right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) receive, would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments and severance benefits provided hereunder that constitute a parachute payment and are exempt from the requirements of Section 409A of the Code shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee Executive from the Company shall Employer will be one dollar ($1.00 1.00) less than three times EmployeeExecutive’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments benefits received by Employee Executive shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”)Code, or (b) paid in full, whichever produces the better net after-tax result for Employee Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination determinations as to whether any such reduction in the benefit to be reduced and the amount of the payments and benefits is necessary reduction shall be made by the Company Employer in good faith faith, and such determination determinations shall be conclusive and binding on EmployeeExecutive. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company Employer (or its affiliates) used in determining if a “parachute payment payment” exists, exceeds the Safe Harbor Amountone dollar ($1.00) less than three (3) times Executive’s base amount, Employee Executive shall immediately repay such excess to the Company Employer upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced in subparagraph 9(b7(b), together with any other payments or benefits that which Employee has the right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments and benefits provided hereunder shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee from the Company shall be $1.00 less than three times Employee’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), or (b) paid in full, whichever produces the better net after-tax result for Employee (taking into account any applicable excise tax under Section 4999 and any applicable income tax). The determination as to whether any such reduction in the amount of the payments and benefits is necessary shall be made by the Company in good faith and such determination shall be conclusive and binding on Employee. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliatesany of the Company’s Affiliates) used in determining if a parachute payment exists, exceeds the Safe Harbor Amount, Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a8(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a8(a) and 10(b8(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.

Parachute Payment Limitation. Notwithstanding any contrary provision (a) Anything in this AgreementAgreement to the contrary notwithstanding, if Employee the Executive is a “disqualified individual” (as defined in Section 280G of the Code), and the Severance Benefits referenced severance benefits provided in subparagraph 9(b)Section 6, together with any other payments or benefits that Employee which the Executive has the right to receive from the Company (and affiliated entities required to be aggregated in accordance with Q/A-10 and Q/A-46 of Treas. Reg. §1.280G-1) receive, would constitute a “parachute payment” (as defined in Section 280G of the Code), the payments and severance benefits provided hereunder that constitute a parachute payment and are exempt from the requirements of Section 409A of the Code shall be either (a) reduced (but not below zero) so that the aggregate present value of such payments and benefits received by Employee the Executive from the Company shall will be one dollar ($1.00 1.00) less than three times Employeethe Executive’s “base amount” (as defined in Section 280G of the Code) (the “Safe Harbor Amount”) and so that no portion of such payments received by Employee the Executive shall be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”)Code, or (b) paid in full, whichever produces the better net after-tax result for Employee the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). . (b) The determination determinations as to whether any such reduction in the benefit to be reduced and the amount of the payments and benefits is necessary reduction shall be made by the Company in good faith faith, and such determination determinations shall be conclusive and binding on Employeethe Executive. If a reduced payment is made to Employee pursuant to clause (a) above and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a “parachute payment payment” exists, exceeds one dollar ($1.00) less than three (3) times the Safe Harbor AmountExecutive’s base amount, Employee the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. If a reduction is made in accordance with clause (a) above, such reduction shall be made in the following order: (a) First, by reducing the cash amounts of parachute payments that would not constitute deferred compensation subject to Section 409A of the Code (“Section 409A”), to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (b) Next, if after the reduction to zero of the amounts described in subparagraph 10(a), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then by reducing the cash amounts of payments that constitute deferred compensation (within the meaning of Section 409A) subject to Section 409A, with the reductions to be applied first to the payments scheduled for the latest distribution date, and then applied to distributions scheduled for progressively earlier distribution dates, to the extent necessary to decrease the payments that would otherwise constitute parachute payments to the Safe Harbor Amount. (c) Next, if after the reduction to zero of the amounts described in subparagraphs 10(a) and 10(b), the remaining scheduled parachute payments are greater than the Safe Harbor Amount, then, by reducing any of the remaining scheduled payments that would not constitute deferred compensation subject to Section 409A, in an order to be determined by the Company, to the extent necessary to decrease the payments and benefits that would otherwise constitute parachute payments to the Safe Harbor Amount.