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Order of Payment. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and # but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance, vesting and other benefits under this Agreement shall be payable either # in full, or # as to such lesser amount which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.

OrderLimitation on Payments and Benefits. Notwithstanding any provision of Payment. Inthis Agreement to the contrary, in the event that the severance and other benefitsany amount or benefit to be paid or provided for inunder this Agreement or otherwise payable to you # constitute “parachute payments”the Employee constitutes a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)Code, and # but for this provision, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance, vesting and other benefits under this Agreementthe totality of those amounts shall be payable eithereither: # delivered in full, or # delivered as to such lesser amountextent which would result in no portion of such severancepayments and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by [Section 4999]Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Executivethe Employee on an after-tax basis, of the greatest amount of severance benefits under this Agreementsuch payments and benefits, notwithstanding that all or some portion of such severance benefitsamount may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and youthe Employee otherwise agree in writing,agree, any determination required under this provision shall be made in writing by the Company’sa firm of independent public accountants or a law firm selected by the Company and reasonably acceptable to the Employee (the Accountants“Accountants”), whose determination shall be conclusive and binding upon youthe Employee and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shallthe Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shallwill bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction of any amount required by this provision shall occur in the following order: # reduction of cash payments to the Employee under this Agreement or otherwise; # reduction of vesting acceleration of equity awards under this Agreement or otherwise; and # reduction of other benefits paid or provided to the Employee. If two or more equity awards are granted on the same date, each award will be reduced on a pro rata basis (dollar-for-dollar).

Order of Payment. In#280G Provisions. Notwithstanding anything in this Agreement to the event that the severance and other benefits provided for incontrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise payable to you(“Payment”) would # constitute a “parachute payments”payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)Code, and # but for this provision, wouldsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then Executive’s severance, vesting and other benefits under this Agreementsuch Payment shall either be payable either # delivered in full, or # delivered as to such lesser amountextent which would result in no portion of such severance and other benefitsPayment being subject to the excise tax under Section 4999 of the Code,Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999],Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreementlargest payment, notwithstanding that all or some portion of such severance benefitsthe Payment may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be providedaccounting firm engaged by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. Forgeneral audit purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999as of the Code. The Company and you shall furnishday prior to the Accountants such information and documents aseffective date of the Accountants may reasonably requestChange in order to make a determination under this provision.Control shall perform the foregoing calculations. The Company shall bear all costsexpenses with respect to the Accountants may reasonably incurdeterminations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within thirty (30) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in connection with any calculations contemplated bypayments and/or benefits pursuant to this provision.[Section 4.2] will occur in the following order: # reduction of cash payments; # cancellation of accelerated vesting of equity awards other than stock options; # cancellation of accelerated vesting of stock options; and # reduction of other benefits payable to Executive.

Order of Payment. In the event that the severance and otherany benefits provided for inpayable to Executive pursuant to this Agreement or otherwise payable to youany other benefit plan or agreement (“Payments”) # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this provision,[Article 6.7] would be subject to the excise tax imposed by Section 4999 of the Code, or any comparable successor provisions (the “Excise Tax”), then Executive’s severance, vesting and other benefits under this AgreementPayments shall be payable either # in full, or #provided to Executive as to such lesser amountextent which would result in no portion of such severance and other benefits being subject to the excise tax under Section 4999 ofExcise Tax. In the Code, whichever ofevent that the foregoing amounts, taking into accountpayments and/or benefits are to be reduced pursuant to this [Article 6.7], such payments and benefits shall be reduced such that the applicable federal, state and local income taxes andamount the excise tax imposed by [Section 4999], results inPayments are reduced to as close to the receipt by Executive on an after-tax basis, ofamount that is below the greatest amount of severance benefits underwhere the Excise Tax would be required to be paid as is reasonably possible. In applying this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 ofprinciple, the Code. Any reduction shall be made in a manner consistent with the following manner: firstrequirements of Section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash paymentsbasis but not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes.below zero. For purposes of making the calculations required by this provision,[Article 6.7], the AccountantsCompany’s finance personnel responsible for the calculation may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280Gthe Code, and 4999 of the Code.other applicable legal authority. The Company and youExecutive shall furnish to the Accountantssuch finance personnel such information and documents as the Accountantsfinance personnel may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.[Article 6.7].

Order of Payment.Golden Parachute Tax. In the event that the severance and otherany payments, entitlements or benefits (whether made or provided for inpursuant to this Agreement or otherwise payableotherwise) provided to you #Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code(“Code) and # but for this provision, would, may be subject to thean excise tax imposed bypursuant to Section 4999 of the Code, then Executive’s severance, vesting and other benefits under this Agreementthen, Executive shall be payable eitherentitled to the greater of, as determined on an after-tax basis (taking into account any such excise tax), # in full,such parachute payments or # as tothe greatest reduced amount of such lesser amount whichparachute payments as would result in no portionamount of such severance and other benefitsparachute payments being subject to such excise tax. Any such payment reduction contemplated by the excise taxpreceding sentence shall be implemented as follows: first, by reducing any payments to be made to Executive under Section 4999paragraph 4(a)(ii)(B) or 4(b)(ii)(B) hereof, as applicable; second, by reducing any other cash payments to be made to Executive but only if the value of such cash payments is not greater than the parachute value of such payments; third, by cancelling the acceleration of vesting of any outstanding equity-based compensation awards that are subject to performance vesting, the performance goals for which were met as of Executive’s date of termination or if later the date of the Code, whicheveroccurrence of the foregoing amounts, taking into accountchange in control; fourth, by cancelling the applicable federal, stateacceleration of vesting of any restricted stock or restricted stock unit awards; fifth, by eliminating the Company’s payment of the cost of any post-termination continuation of medical and local income taxesdental benefits for Executive and his eligible dependents and sixth, by cancelling the acceleration of vesting of any stock options or stock appreciation rights. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be reduced and the excise tax imposed by [Section 4999], resultsacceleration of vesting to be cancelled shall be reduced or cancelled in the receipt by Executive on an after-tax basis,inverse order of the greatest amounttheir originally scheduled dates of severance benefits under this Agreement notwithstanding that allpayment or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any reductionvesting, as applicable, and shall be made in the following manner: first a pro rata reduction ofso reduced # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunderonly to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments that the payment and/or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided orbenefit otherwise to be provided bypaid or the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or controlvesting of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), suchaward that payments in respect of such services mayotherwise would be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the termaccelerated, would be treated as a “parachute payment” within the meaning of Q&A-2(a)[Section 280G(b)(2)(A)] of the final regulationsCode, and # only to the extent necessary to achieve the required reduction hereunder. The determination of such after-tax amount under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless[clauses (i) and (ii)])], above, shall be made by a nationally recognized certified public accounting firm that is selected by the Company and you otherwise agree in writing,for purposes of present valuing any determination requiredsuch payments under this provisionTreasury Regulation 1.280G-1 Q&A 32, the discount rate to be used shall be madethe applicable Federal rate as in writing byeffect on the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.Effective Date.

Order of Payment. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to you # constitute a “parachute payments”payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)Code, and # but for this provision, wouldsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then Executive’s severance, vesting and other benefits under this Agreementsuch Payment shall be payablereduced to the Reduced Amount. The “Reduced Amount” shall be either # in full, or # as to such lesser amount whichthe largest portion of the Payment that would result in no portion of such severance and other benefitsthe Payment being subject to the excise tax under Section 4999Excise Tax or # the total amount of the Code,Payment, whichever of the foregoing amounts,amounts determined under [(A) and (B)], after taking into account theall applicable federal, state and local employment taxes, income taxestaxes, and the excise tax imposed by [Section 4999]Excise Tax (all computed at the highest applicable marginal rate), results in the receipt by ExecutiveExecutive’s receipt, on an after-tax basis, of the greatestgreater amount of severance benefits under this Agreementthe Payment notwithstanding that all or some portion of such severance benefitsthe Payment may be taxable under Section 4999 ofsubject to the Code. AnyExcise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall be madeoccur in the following manner: first a pro rataorder: reduction of # cash payments subject to Section 409Apayments; reduction of employee benefits; and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subjectaccelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefitsbe reduced, such acceleration of vesting shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into accountundertaken in the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or afterreverse order of the date of a change in ownership or controlgrant of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services mayExecutive’s outstanding equity awards. All calculations and determinations made pursuant this [Section 6] will be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/made by an independent accounting or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unlessconsulting firm or independent tax counsel appointed by the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the AccountantsTax Counsel), whose determinationdeterminations shall be conclusive and binding upon youon the Company and the CompanyExecutive for all purposes. For purposes of making the calculations and determinations required by this provision,[Section 6], the Accountants may make reasonable assumptions and approximations concerning applicable taxes andTax Counsel may rely on reasonable, good faith interpretationsassumptions and approximations concerning the application of SectionsSection 280G of the Code and Section 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the AccountantsTax Counsel may reasonably incur in connection with any calculations contemplated by this provision.its services.

Order of Payment.General. In the event that the severancepayments and other benefits (the “Payments”) paid or provided for into Executive under this Agreement or otherwise payable to you # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code(“[Section 280G]), and # but for this provision,[Section 8], would be subject to the excise tax imposed by Section 4999 of the Code,Code (“[Section 4999]”), then Executive’s severance, vesting and other benefits under this Agreementthe Payments shall be payable either # delivered in full, or # delivered as to such lesser amountextent which would result in no portion of such severance and other benefitsthe Payments being subject to the excise tax under Section 4999 of the Code,[Section 4999], whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreementthe Payments, notwithstanding that all or some portion of such severance benefitsthe Payments may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]4999]. The Accountants (as defined below)provisions of this [Section 8] shall take into accountapply if, at the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the datetime of aany change in ownership or control of the Company (within the meaning of Q&A-2(b) of[Section 280G]), the final regulations under Section 280G of the Code)Company is an entity whose stock is readily tradable on an established securities market (or otherwise), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.[Section 280G].

OrderBest Pay. Any provision of Payment. Inthis Agreement to the event thatcontrary notwithstanding, if any payment or benefit Executive would receive from the severance and other benefits provided for inCompany pursuant to this Agreement or otherwise payable to you(“Payment”) would # constitute a “parachute payments”payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and # but for this provision, wouldsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then Executive’s severance, vesting and other benefits under this Agreement shallsuch Payment will be payableequal to the Reduced Amount (as defined below). The “Reduced Amount” will be either # in full, or # as to such lesser amount whichthe largest portion of the Payment that would result in no portion of such severance and other benefitsthe Payment (after reduction) being subject to the excise tax under Section 4999 ofExcise Tax or # the Code,entire Payment, whichever of the foregoing amounts,amount after taking into account theall applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local income taxes and the excise tax imposed by [Section 4999]taxes), results in the receipt by ExecutiveExecutive’ s receipt, on an after-tax basis, of the greatest amount of severance benefits under this Agreementgreater economic benefit notwithstanding that all or some portion of such severance benefitsthe Payment may be taxable under Section 4999subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to [clause (A)] of the Code. Anypreceding sentence, the reduction shall be madeoccur in the following manner: first amanner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata reduction(the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of # cash paymentsthe Payment being subject to taxes pursuant to Section 409A and the regulations and authoritative guidance promulgated thereunder(as defined below) that would not otherwise be subject to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subjecttaxes pursuant to Section 409A, and second a pro rata cancellationthen the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of # equity-based compensation subjecttaxes pursuant to Section 409A as deferred compensationfollows: # as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits whichas a third priority, Payments that are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within“deferred compensation” within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such[Section 409A] shall be reduced (or eliminated) before Payments that payments in respect of such services may be considered reasonableare not deferred compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provision shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.[Section 409A].

Order of Payment. In the event that the severance and other benefits provided forParachute Payments. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that receipt of all payments or otherwisedistributions by the Company or its affiliates in the nature of compensation to or for your benefit, whether paid or payable pursuant to this Agreement or otherwise, would subject you # constitute “parachute payments” withinto the meaning ofexcise tax under Section 280G4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and # but for, the amount of “parachute payments” (within the meaning of Section 280G of the Code) paid or payable pursuant to this provision, wouldAgreement (the “Agreement Payments”) shall be subjectreduced to the excise tax imposed by Section 4999greatest amount of the Code, then Executive’s severance, vesting and other benefits under this Agreement shallPayments that can be payable either # in full, or # as to such lesser amount whichpaid that would not result in no portionthe imposition of such severance and other benefits being subject to the excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by [Section 4999], results in the receipt by ExecutiveCode (the “Reduced Amount”) only if it is determined that you would be better-off, on ana net after-tax basis, ofif the greatest amount of severance benefitsAgreement Payments were reduced to the Reduced Amount. All determinations required to be made under this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Any reduction[Section 11(b)] shall be made inby an independent accounting firm (the “Accounting Firm”), and all fees and expenses of the following manner: first a pro rata reduction of # cash payments subject to Section 409A and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefitsAccounting firm shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be providedborne solely by the Executive (including, without limitation, the Executive’s agreeingCompany. The Accounting Firm shall provide detailed supporting calculations to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unlessboth the Company and you otherwise agree in writing, any determination required under this provisionto you, and absent manifest error, shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by this provision, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.you.

Order of Payment.[Section 280G]. In the event that any payments, distributions, benefits or entitlements of any type payable or provided by AGNC, the severance and other benefits provided forCompany or any of their subsidiaries to the Executive, whether or not payable in connection with this Agreement or otherwise payable to youupon a termination of employment (“Payments”), # constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)[Section 280G], and # but for this provision,paragraph 22 would be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then Executive’s severance, vesting and other benefits under this Agreementthe Payments shall be payable either # in full, or # asreduced to such lesser amount which(the “Reduced Amount”) that would result in no portion of such severance and other benefitsthe Payments being subject to the Excise Tax; provided, however, that such Payments shall not be so reduced if a nationally recognized accounting firm selected by the Board in good faith (the “Accountants”) determines that without such reduction, the Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxtaxes payable under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes, social security and Medicare taxes and all other applicable taxes, determined by applying the excisehighest marginal rate under Section 1 of the Code and under state and local tax imposed bylaws which applied (or is likely to apply) to the Executive’s taxable income for the tax year in which the transaction which causes the application of [Section 4999], results280G] occurs, or such other rate(s) as the Accountants determine to be likely to apply to the Executive in the receipt by Executiverelevant tax year(s) in which any of the Payments are expected to be made), an amount that is greater than the amount, on ana net after-tax basis, that the Executive would be entitled to retain upon receipt of the greatest amount of severance benefits under this Agreement notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 ofReduced Amount. Unless the Code. Any reduction shall be made in the following manner: first a pro rata reduction of # cash payments subject to Section 409ABoard and the regulations and authoritative guidance promulgated thereunder to the extent applicable (collectively, “[Section 409A]”) as deferred compensation and # cash payments not subject to Section 409A, and second a pro rata cancellation of # equity-based compensation subject to Section 409A as deferred compensation and # equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made pro-rata between and among benefits which are subject to Section 409A and benefits which are exempt from [Section 409A]. The Accountants (as defined below) shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. Unless the Company and you otherwise agree in writing, any determination required under this provisionparagraph 22 shall be made in writinggood faith by the Company’s independent public accountants (the “Accountants”), whose determinationAccountants in a timely manner and shall be conclusive and binding upon you andon the Company for all purposes.parties absent manifest error. In the event of a reduction of Payments hereunder, the Payments shall be reduced in the order determined by the Accountants that results in the greatest economic benefit to the Executive in a manner that would not result in subjecting the Executive to additional taxation under Section 409A. For purposes of making the calculations required by this provision,paragraph 22, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280Gthe Code and 4999 ofother applicable legal authority. The Board and the Code. The Company and youExecutive shall furnish to the Accountants such information and documents as the Accountants may reasonably requestrequire in order to make a determination under this provision. Theparagraph 22, and the Company shall bear the cost of all costsfees charged by the Accountants may reasonably incur in connection with any calculations contemplated by this provision.paragraph 22. To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accountants shall value, services to be provided by the Executive (including the Executive refraining from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of [Section 280G] such that Payments in respect of such services may be considered to be “reasonable compensation” within the meaning of [Section 280G]. Notwithstanding the foregoing, if the transaction which causes the application of [Section 280G] occurs at a time during which [Section 2(a)(i)] of Q&A-6 of Treasury Regulation Section 1.280G would apply to the Executive, upon the request of the Executive, the Company shall use reasonable efforts to obtain the vote of equity holders described in Q&A-7 of Treasury Regulation Section 1.280G.

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