Common use of Section 280G Limitation on Payments Clause in Contracts

Section 280G Limitation on Payments. (i) In the event that all or any portion of the benefits provided under this Agreement, either alone or together with other payments and benefits that the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce such payments and benefits provided to the Executive under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean (A) the total amount payable to the Executive under this Agreement (and all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (B) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this Agreement), less (C) the amount of excise taxes imposed with respect to the payments and benefits described in (A) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k) in the payment to which the Executive is entitled under this Agreement is hereinafter referred to as the “Relinquished Amount.”

Section 280G Limitation on Payments. (i) In the event that all or any portion of the benefits provided under this Agreement, either alone or together with other payments and benefits that the Executive Employee receives or is then entitled to receive from the Company or any member of the Affiliated Group, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce such payments and benefits provided to the Executive Employee under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive Employee shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean (A) the total amount payable to the Executive Employee under this Agreement (and all other payments and benefits which the Executive Employee receives or is then entitled to receive from the Company or any member of the Affiliated Group) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (B) the amount of federal income taxes payable with respect to the foregoing calculated at the ExecutiveEmployee’s applicable marginal income tax rate for each year in which the foregoing shall be paid to the Executive Employee (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this Agreement), less (C) the amount of excise taxes imposed with respect to the payments and benefits described in (A) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(h) in the payment to which the Executive Employee is entitled under this Agreement is hereinafter referred to as the “Relinquished Amount.”

Section 280G Limitation on Payments. (i) In a. The Corporation shall make the event payment and provide the payments and benefits under Section 2 of this Agreement; provided, however, that if all or any portion of the payments and benefits provided under Section 2 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated GroupCorporation, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company Corporation shall reduce such payments and benefits provided to the Executive under Section 2 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 2 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) Corporation that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 2), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k5(a) in the payment to which the Executive is entitled under Section 2 of this Agreement is hereinafter referred to as the “Relinquished Amount.”

Section 280G Limitation on Payments. (i) In the event that all or any portion of the benefits provided under this Agreement, either alone or together with other payments and benefits that the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group, would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the Company shall reduce such payments and benefits provided to the Executive under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean (A) the total amount payable to the Executive under this Agreement (and all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (B) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s 's applicable marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this Agreement), less (C) the amount of excise taxes imposed with respect to the payments and benefits described in (A) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k) in the payment to which the Executive is entitled under this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (ia) In The Company shall make the event payment and provide the benefits under Section 4 of this Agreement; provided, however, that if all or any portion of the benefits provided under Section 4 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Groupaffiliate, would constitute a “"parachute payment” " within the meaning of mexxxxx xx Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce such payments and benefits provided to the Executive under Section 4 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 4 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) affiliate that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 4), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(a) in the payment to which the Executive is entitled under Section 4 of this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (ia) In The Company shall make the event payment and provide the benefits under Section 4 of this Agreement; provided, however, that if all or any portion of the benefits provided under Section 4 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Groupaffiliate, would constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce xxx Xxxxxxx xxxxx xxxuce such payments and benefits provided to the Executive under Section 4 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 4 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) affiliate that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 4), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(a) in the payment to which the Executive is entitled under Section 4 of this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (i) In the event that all or any portion of the benefits provided under this Agreement, either alone or together with other payments and benefits that the Executive Employee receives or is then entitled to receive from the Company or any member of the Affiliated Group, would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the Company shall reduce such payments and benefits provided to the Executive Employee under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive Employee shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean (A) the total amount payable to the Executive Employee under this Agreement (and all other payments and benefits which the Executive Employee receives or is then entitled to receive from the Company or any member of the Affiliated Group) that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (B) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s Employee's applicable marginal income tax rate for each year in which the foregoing shall be paid to the Executive Employee (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this Agreement), less (C) the amount of excise taxes imposed with respect to the payments and benefits described in (A) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(h) in the payment to which the Executive Employee is entitled under this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (ia) In The Company shall make the event payment and provide the benefits under Section 4 of this Agreement; provided, however, that if all or any portion of the benefits provided under Section 4 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Groupaffiliate, would constitute a “"parachute payment” " within the meaning of Section mexxxxx xx Xxxxxxn 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce such payments and benefits provided to the Executive under Section 4 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 4 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) affiliate that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 4), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(a) in the payment to which the Executive is entitled under Section 4 of this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (ia) In The Company shall make the event payment and provide the benefits under Section 4 of this Agreement; provided, however, that if all or any portion of the benefits provided under Section 4 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Groupaffiliate, would constitute a “"parachute payment” " within the meaning of Section meaxxxx xx Xxxxxxn 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce such payments and benefits provided to the Executive under Section 4 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 4 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) affiliate that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 4), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(a) in the payment to which the Executive is entitled under Section 4 of this Agreement is hereinafter referred to as the “"Relinquished Amount.”"

Section 280G Limitation on Payments. (ia) In The Company shall make the event payment and provide the benefits under Section 4 of this Agreement; provided, however, that if all or any portion of the benefits provided under Section 4 of this Agreement, either alone or together with other payments and benefits that which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Groupaffiliate, would constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), the Company shall reduce such xxxxx xxxxxx xuch payments and benefits provided to the Executive under Section 4 of this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the net after-tax benefit to the Executive shall exceed the net after-tax benefit if such reduction were not made. “"Net after-tax benefit” " for these purposes shall mean the sum of (Ai) the total amount payable to the Executive under Section 4 of this Agreement Agreement, plus (and ii) all other payments and benefits which the Executive receives or is then entitled to receive from the Company or any member of the Affiliated Group) affiliate that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, less (Biii) the amount of federal income taxes payable with respect to the foregoing calculated at the Executive’s applicable maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based upon the rate in effect for such year as set forth in the Code at the time of the payment under this AgreementSection 4), less (Civ) the amount of excise taxes imposed with respect to the payments and benefits described in (Ai) and (ii) above by Section 4999 of the Code. The amount of any reduction made under this Section 9(k8(a) in the payment to which the Executive is entitled under Section 4 of this Agreement is hereinafter referred to as the “"Relinquished Amount.”"