Common use of Payment Limitation Clause in Contracts

Payment Limitation. If the amounts to be paid to the Executive under this Agreement would cause the Executive to be subject to the Code §4999 excise tax, then to the extent that the total “parachute payments” (as defined in Code §280G(b)(2) are equal to or greater than three (3) times the Executive’s “base amount” (as defined in Code §280G(b)(3)), the amounts to be paid to the Executive under this Agreement which would constitute “parachute payments” shall be reduced to the extent necessary so that the total “parachute payments” shall be $1.00 less than three (3) times the Executive’s “base amount”; but the amounts to be paid shall be so reduced only if the Executive would be economically better off, on an after tax (federal and state income and federal excise) basis, receiving less under this Agreement because of the Code §4999 excise tax that would otherwise apply to the higher amount otherwise payable under this Agreement. The Company shall have complete discretion to appoint competent tax experts to make the calculations required by this Section, and the calculations made by such experts shall be final and binding upon both the Company and the Executive. Any reductions required under this Section shall come first from the payments required under Section 5(b)(i), and then from other payments required under Section 5(b) in the sole discretion of the Company.

Payment Limitation. If the amounts to be paid to the Executive under this Agreement would cause the Executive to be subject to the Code §4999 excise tax, then to the extent that the total “parachute payments” (as defined in Code §280G(b)(2) are equal to or greater than three (3) times the Executive’s “base amount” (as defined in Code §280G(b)(3)), the amounts to be paid to the Executive under this Agreement which would constitute “parachute payments” shall be reduced to the extent necessary so that the total “parachute payments” shall be $1.00 less than three (3) times the Executive’s “base amount”; but the amounts to be paid shall be so reduced only if the Executive would be economically better off, on an after tax (federal and state income and federal excise) basis, receiving less under this Agreement because of the Code §4999 excise tax that would otherwise apply to the higher amount otherwise payable under this Agreement. The Company shall have complete discretion to appoint competent tax experts to make the calculations required by this Section, and the calculations made by such experts shall be final and binding upon both the Company and the Executive. Any reductions required under this Section shall come first from the payments required under Section 5(b)(i4(b)(i), and then from other payments required under Section 5(b4(b) in the sole discretion of the Company.