Common use of SEVERANCE BENEFITS LIMIT Clause in Contracts

SEVERANCE BENEFITS LIMIT. Notwithstanding any provision of this Agreement to the contrary, if the Severance Benefits would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Code, Executive shall receive the Severance Benefits unless the (i) after-tax amount that would be retained by Executive (after taking into account all federal, state and local income taxes payable by Executive and the amount of any excise taxes payable by Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if Executive were to receive the Severance Benefits has a lesser aggregate value than (ii) the after-tax amount that would be retained by Executive (after taking into account all federal, state and local income taxes and Excise Taxes payable by Executive) if Executive were to receive the maximum amount of the Severance Benefits that Executive could receive without being subject to the Excise Tax (the “Reduced Payments”), in which case the Executive shall be entitled only to the Reduced Payments. The Company’s auditors shall determine the application of Section 280G of the Code to the Severance Benefits and shall perform the calculations necessary to determine the amounts and values described in this SECTION 9(b).

SEVERANCE BENEFITS LIMIT. Notwithstanding any provision of this Agreement to the contrary, if to the extent the Severance Benefits would constitute a “parachute payment,” as defined in Section 280G(b)(2) of the Code, Executive shall be entitled to receive the Severance Benefits unless the aggregate value of the (i) after-tax amount that would be retained by Executive (after taking into account all federal, state and local income taxes payable by Executive (the “Income Taxes”) and the amount of any excise taxes payable by Executive pursuant to Section 4999 of the Code (the “Excise Taxes”)) if Executive were to receive the Severance Benefits has a lesser aggregate value is less than (ii) the after-tax amount that would be retained by Executive (after taking into account all federal, state and local income taxes Income Taxes and Excise Taxes payable by Executive) if Executive were to receive the maximum amount of the Severance Benefits that Executive could receive without being subject to the Excise Tax Taxes (the “Reduced Payments”), in which case the Executive shall be entitled only to receive the Reduced Payments. The CompanyCenterPoint’s auditors shall determine the application of Section 280G of the Code to the Severance Benefits and shall perform the calculations necessary to determine the amounts and values described in this SECTION 9(bSection 10(c).