Common use of Payment Limitation Clause in Contracts

Payment Limitation. Notwithstanding anything in this Agreement to the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Change in Control (the “Accounting Firm”), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “Excess Parachute Payment” (as defined in Section 280G (or any successor provision thereof) of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder), the payments pursuant to this Agreement shall be reduced to the maximum amount that would permit a determination that the Executive has not received an Excess Parachute Payment (the “Maximum Amount”) unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“Uncapped After-Tax Amount,” as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“Capped After-Tax Amount,” as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisions.

Payment Limitation. Notwithstanding anything in this Agreement to the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Change change in Control control (the “"Accounting Firm”"), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, would constitute an “"Excess Parachute Payment” " (as defined in Section 280G (or any successor provision thereof) of the Internal Revenue Code of 1986, as amended (the “"Code”"), and proposed and final regulations thereunder), the payments pursuant to this Agreement shall be reduced to the maximum amount that would permit a determination that the Executive has not received an Excess Parachute Payment (the “"Maximum Amount”") unless the after-tax amount payable to the Executive hereunder without regard to the foregoing limitation (“"Uncapped After-Tax Amount,” " as defined below) exceeds the after-tax amount payable to the Executive with regard to such limitation (“"Capped After-Tax Amount,” " as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following follow provisions.:

Payment Limitation. Notwithstanding anything in this Agreement to the contrary, if the Company determines, based on the opinion of its independent accountants serving as such immediately prior to the Change in Control (the “"Accounting Firm”"), that any of the payments provided for in this Agreement, together with any other payments that must be included in such determination, determination would constitute an “"Excess Parachute Payment” " (as defined in Section 280G (or any successor provision thereof) of the Internal Revenue Code of 1986, as amended (the “Code”), and proposed and final regulations thereunder), the payments pursuant to this Agreement shall be reduced to the maximum amount that would permit a determination that the Executive has you have not received an Excess Parachute Payment (the “"Maximum Amount”") unless the after-tax amount payable to the Executive you hereunder without regard to the foregoing limitation (“"Uncapped After-Tax Amount,” " as defined below) exceeds the after-tax amount payable to the Executive you with regard to such limitation (“"Capped After-Tax Amount,” " as defined below) by 10% or more. Any such determination or reduction in amounts payable pursuant to this Agreement shall be made in accordance with the following provisions. (A) For purposes of determining whether the amounts payable to you pursuant to this Agreement shall be reduced to the Maximum Amount, the following terms shall have the means indicated.