Payment Limitation Provision Sample Clauses

Payment Limitation Provision. Notwithstanding the provisions of Section 2 above, in the event that in the opinion of tax counsel selected and compensated by FBI ("Tax Counsel"), any portion of the benefits payable under Section 2 of this Agreement, together with any other payments or benefits under any other agreement with, or plan of FBI to or for the benefit of the Employee (in aggregate, "Total Payments") constitute an "excess parachute payment" within the meaning of Section 2806 of the Internal Revenue Code of 1986, as amended (the "Code"), and subject in all events to the last sentence of this Section 3, then the payments under Section 2 hereof shall be reduced or eliminated until no portion of the Total Payments are subject to the excise tax under Section 4999 of the Code, or until the payment under Section 2 hereof is reduced to zero. For purposes of this limitation (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have waived in writing prior to the date of payment thereof shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of Tax Counsel does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (iii) the payments under Section 2 hereof shall be reduced only to the extent necessary so that such payment in its entirety constitutes reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or is otherwise not subject to excise tax under Section 4999 of the Code, in the opinion of Tax Counsel and (iv) the value of any non- cash benefit and all deferred payments and benefits included in the Total Payments shall be determined by the mutual agreement of FBI and Employee in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Notwithstanding anything to the contrary in this Section 3 whether express or implied, the payments under Section 2 hereof shall not be reduced if, after taking into account any income and excise taxes imposed on the Total Payments, the Employee's net after-tax benefit of receiving the Total Payments without reduction under this Section 3 exceeds Employee's net after-tax benefit from receiving the Total Payments after the reduction described in the first sentence hereof.
Sample 1
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Payment Limitation Provision. Notwithstanding the provisions of Section 4.06(a) above, in the event that in the opinion of tax counsel selected and compensated by the Company ("Tax Counsel"), the Change of Control Payment would be subject to excise tax (in whole or part) as a result of Section 280G of the Code, then the Change of Control Payment shall be reduced or eliminated until no portion of the Change of Control Payment is subject to excise tax, or the Change of Control Payment is reduced to zero. For purposes of this limitation (i) no portion of the Change of Control Payment the receipt or enjoyment of which Employee shall have waived in writing prior to the date of payment following termination of the Change of Control Payment shall be taken into account, (ii) no portion of the Change of Control Payment shall be taken into account which in the opinion of Tax Counsel does not constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Code, (iii) the Change of Control Payment shall be reduced only to the extent necessary so that the Change of Control Payment in its entirety constitutes reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or is otherwise not subject to excise tax, in the opinion of Tax Counsel, and (iv) the value of any non-cash benefit and all deferred payments and benefits included in the Change of Control Payment shall be determined by the mutual agreement of the Employer and Employee in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.
Sample 1

Related to Payment Limitation Provision

  • Termination Provisions In this Agreement:

  • Other Allocation Provisions Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of tax counsel to the Partnership, to comply with such regulations or any applicable Law, so long as any such amendment does not materially change the relative economic interests of the Partners.

  • Additional Allocation Provisions Notwithstanding the foregoing provisions of this Article 6:

  • Subordination Provisions The Company covenants and agrees, and Originator and any other holder of this Company Note (collectively, Originator and any such other holder are called the “Holder”), by its acceptance of this Company Note, likewise covenants and agrees on behalf of itself and any holder of this Company Note, that the payment of the principal amount of and interest on this Company Note is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth in the following clauses of this paragraph 9:

  • Other Termination Provisions Executive agrees that upon termination of this Agreement and upon reasonable request by the Board of Directors, Executive shall resign from any then effective Board, Officer or Committee positions.

  • Other Definition Provisions (a) All terms defined in this Agreement shall have the above-defined meanings when used in the Debentures or any other Loan Documents, certificate, report or other document made or delivered pursuant to this Agreement, unless the context therein shall otherwise require.

  • Special Termination Provisions Notwithstanding the provisions of Paragraph 6 of this Agreement, this Agreement shall terminate upon the occurrence of any of the following events:

  • Non-Competition Provisions Employee agrees that he will not, during the Restricted Period, compete directly or indirectly with the business of the Company. The phrase "compete directly or indirectly with the business of the Company" shall be deemed to include, without limiting the generality thereof, (1) engaging or having a material interest, directly or indirectly, as owner, employee, officer, director, partner, sales representative, stockholder, capital investor, lessor, renderer of consultation services or advise, either alone or in association with another or others, in the operation of any aspect of any type of business or enterprise competitive with the business or operation of the Company- (2) soliciting any of the employees of the Company to leave the employ of the Company, or so soliciting any employee of any Subsidiary or Affiliate of the Company; (3) soliciting any of the employees of the Company to become employees of any other Person, or so soliciting any employee of any Subsidiary or Affiliate of the Company, or (4) soliciting any customer or supplier of the Company or any Affiliate or Subsidiary of either of them, with respect to their business. Similarly, Employee shall not raid, entice or induce any Person who on the Termination Date is, or within one (1) year immediately preceding the Termination Date was, a customer or supplier of the Company, or any of its Subsidiaries or Affiliates, to become a customer of any other Person for products or services the same as, or similar to, those products and services as from time to time shall be provided by the Company, or any of its Subsidiaries and Affiliates, and Employee shall not approach any Person for such purpose; nor shall Employee raid, entice or induce any Person who on the Termination Date is, or within one year immediately preceding the Termination Date was, an employee of the Coi-npany or any of its Subsidiaries or Affiliates, to become employed by any other Person; similarly, Employee shall not approach any such employee for such purpose or authorize or knowingly approve the taking of such actions by any other Person or assist any such other Person in taking any such action. The phrase "compete directly or indirectly with the business of the Company" shall not be deemed to include all ownership interest as an inactive investor, which, for purposes of this Agreement, shall mean only the beneficial ownership of less than five (5%) percent of the outstanding shares of any series or class of securities of any competitor of the Company, which securities of such series or class are publicly traded in the securities market.

  • Anti-Dilution Provisions The Exercise Price in effect at any time and the number and kind of securities purchasable upon the exercise of the Warrants shall be subject to adjustment from time to time upon the happening of certain events as follows:

  • Loan Provisions [ ] A. Participant loans are permitted in accordance with the Employer's established loan procedures. [ ] B. Loan payments will be suspended under the Plan as permitted under Code Section 414(u) in compliance with the Uniformed Services Employment and Reemployment Rights Act of 1994.

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