Limitation on Payments definition

Limitation on Payments to use a “net best” approach instead of a “gross up” approach with respect to any “excess parachute payments” under Section 280G of the Internal Revenue Code;
Sample 1Sample 2
Limitation on Payments shall refer to the Section of this Agreement entitled “Limitation on Payments” and any references in any Equity Award that, at any time such Equity Award was outstanding, was subject to performance-based vesting to the Prior Employment Agreement shall be deemed to refer to this Agreement.
Sample 1Sample 2
Limitation on Payments or similar Section 280G provisions, or any Company performance-based restricted stock unit agreement contains a Section entitled “Section 280G” or similar Section 280G provisions, and in either case, such provisions contain an ordering of reduction in payments or benefits constituting “parachute payments” that differs from the ordering contained in this Section 3 of Appendix A, such provisions of your Employment Agreement or performance-based restricted stock unit agreement, as applicable, will control. In all other instances, the ordering of reduction in payments or benefits constituting “parachute payments” in the remainder of this paragraph will apply. If a reduction in payments or benefits constituting “parachute payments” is necessary so that payments or benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) reduction of acceleration of vesting of equity awards, which will occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other benefits paid or provided to you, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. If more than one equity award was made to you on the same date of grant, all such awards will have their acceleration of vesting reduced pro rata. In no event will you have any discretion with respect to the ordering of payment reductions. Unless you and the Company otherwise agree in writing, any determination required under this Section will be made in writing by a nationally recognized firm of independent public
Sample 1

Examples of Limitation on Payments in a sentence

  • The definitions and prohibitions contained in the clause at 26 Federal Acquisition Regulation 52.203-12, Limitation on Payments to Influence Certain Federal 27 Transactions, included in this solicitation, are hereby incorporated by reference in Paragraph 28 (B)Subparagraph B of this certification.

Related to Limitation on Payments

  • Special Allowance Payments means payments, designated as such, consisting of effective interest subsidies by the Department in respect of the Trust Student Loans to the Eligible Lender Trustee on behalf of the Trust in accordance with the Higher Education Act.

  • Exception Payments means payments to deposit accounts or brokerage accounts, payments to settle securities transactions (including, without limitation, stocks, bonds, securities, futures (forex), options, or an investment interest in any entity or property).

  • Severance Payments shall have the meaning set forth in Section 6.1 hereof.

  • Rental Payments means the rental payments paid by the occupant of a unit, excluding any supplemental rental assistance to the occupant from the State, the federal government, or any other public agency, but including any mandatory fees or charges imposed on the occupant by the Owner as a condition of occupancy of the unit.

  • Policy Payments Account means a separate special purpose trust account that is an Eligible Account, for the benefit of Holders of the Notes and the Credit Enhancer over which the Indenture Trustee has exclusive control and sole right of withdrawal.

  • (b) As used in this section, claim' means a bill or an invoice submitted to a governmental entity for goods or services.

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

  • sentence means the sanction or combination of sanctions imposed by the sentencing court on an offender who is convicted of or pleads guilty to an offense.

  • Aggregate Payments as defined in Section 7.2.

  • Miscellaneous Proceeds means any compensation, settlement, award of damages, or proceeds paid by any third party (other than insurance proceeds paid under the coverages described in Section 5) for: (i) damage to, or destruction of, the Property; (ii) condemnation or other taking of all or any part of the Property; (iii) conveyance in lieu of condemnation; or (iv) misrepresentations of, or omissions as to, the value and/or condition of the Property.

  • Third Allocation of Principal means, with respect to any Payment Date, an amount equal to (1) the excess, if any, of (a) the sum of the Class A Note Balance, the Class B Note Balance and the Class C Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such Payment Date) over (b) the Pool Balance as of the end of the related Collection Period minus (2) the sum of the First Allocation of Principal and the Second Allocation of Principal for such Payment Date; provided, however, that the Third Allocation of Principal on and after the Final Scheduled Payment Date for the Class C Notes shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class C Notes to zero (after the application of the First Allocation of Principal and the Second Allocation of Principal).

  • Deferred Payments means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • Utility Allowance means a monthly allowance, as provided by the local public housing authority or as otherwise allowed by HUD rules and the GLO rules, for utilities and services (excluding telephone services) to be paid by the tenant. Contextual Note: Unless the context clearly indicates otherwise, an above definition for a singular term shall also apply (where appropriate) to the plural form of such term and vice versa to the extent necessary for giving the proper meanings to the terms defined in this Article II and/or terms otherwise used in this Agreement.

  • Regular Allocation of Principal means, with respect to any Payment Date, an amount not less than zero equal to (1) the excess, if any, of (a) the Note Balance of the Notes as of such Payment Date (before giving effect to any principal payments made on the Notes on such Payment Date) over (b) (i) the Pool Balance as of the end of the related Collection Period less (ii) the Targeted Overcollateralization Amount minus (2) the sum of the First Allocation of Principal, the Second Allocation of Principal, the Third Allocation of Principal, the Fourth Allocation of Principal and the Fifth Allocation of Principal for such Payment Date.

  • Debt Payments means for any period, in each case, all cash actually expended by any Borrower to make: (a) interest payments on any Advances hereunder, plus (b) scheduled principal payments on the Equipment Loans plus (c) scheduled principal payments on the Term Loans plus (d) payments for all fees, commissions and charges set forth herein, plus (e) payments on Capitalized Lease Obligations, plus (f) payments with respect to any other Indebtedness for borrowed money.