Parachute Cap. Notwithstanding anything in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreement that is a “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well as any payments or benefits provided outside of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Payments to be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code.
Parachute Cap. Notwithstanding anythingAnything in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided tocontrary notwithstanding, if the Executive pursuant to this Agreement that is a “Parachute Payment” as“disqualified individual” (as defined in Section 280G(b)(2)280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G of the Code), then the Payments shall be either # reduced (but not below zero) so that the aggregate present value of the Payments will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G of the Code) and so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, willor # paid in full, whichever produces the better net after-tax result for the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The reduction of Payments, if any, shall be reducedmade by reducing the Payments in the reverse order in which the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary sonecessary, through to such payment or benefit that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well as any payments or benefits provided outside of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Payments towould be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as definedfirst in Section 280G(b)(3) of the Code.time).
Parachute Cap.Adjustments of Payments and Benefits. Notwithstanding anything inany provision of this Agreement to the contrary, if any payment, benefit, or amount payablepayment or benefit to be paid or provided to Executive pursuant to this Agreement that is a “Parachute Payment” as defined inhereunder or under any other plan or agreement would be an Excess Parachute Payment, within the meaning of Section 280G(b)(2)280G of the Code, willor any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided hereunder shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payments and benefits payableto be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided hereunder is required pursuant to Executive under this Agreementthe preceding sentence shall be made at the expense of the Corporation, if requested by Employee or the Corporation, by the Corporations independent accountants or a nationally recognized law firm chosen by the Corporation. The fact that are treated as Parachute Payments as well as anyEmployees right to payments or benefits may be reduced by reason of the limitations contained in this Section shall not of itself limit or otherwise affect any other rights of Employee under this Agreement. In the event that any payment or benefit intended to be provided outsidehereunder is required to be reduced pursuant to this Section, then the reduction shall occur in the following order: # reduction of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as definedlump sum severance amount set forth in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount4.1(a); and # reduction, on a pro-rata basis, of any remainingExcess Parachute Payments to be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code.Payments under any other plan or arrangement.
Golden Parachute Cap. Notwithstanding anything in this Agreement toTax. In the contrary,event that any payment, benefit,payments, entitlements or amount payablebenefits (whether made or benefit to be provided to Executive pursuant to this Agreement that is a “Parachute Payment” as defined inor otherwise) provided to Executive constitute “parachute payments” within the meaning of Section 280G(b)(2)280G of the Internal Revenue Code (“Code”), may be subject to an excise tax imposed pursuant to Section 4999 of the Code, willthen, Executive shall be entitled to the greater of, as determined on an after-tax basis (taking into account any such excise tax), # such parachute payments or # the greatest reduced amount of such parachute payments as would result in no amount of such parachute payments being subject to such excise tax. Any such payment reduction contemplated by the preceding sentence shall be implemented as follows: first, by reducing any payments to be made to Executive under paragraph 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 occurrence of the change in control; fourth, by cancelling the acceleration 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 dental 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 acceleration of vesting to be cancelled shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced # only to the extent that the payment and/or benefit otherwise to be paid or the vesting of the award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of [Section 280G(b)(2)(A)] of the Code, and # only to the extent necessary soto achieve the required reduction hereunder. The determination of such after-tax amount under clauses (i) and (ii), above, shall be made by a nationally recognized certified public accounting firm that is selected by the benefits payable orCompany and for purposes of present valuing any such payments under Treasury Regulation 1.280G-1 Q&A 32, the discount rate to be provided to Executive under this Agreement that are treatedused shall be the applicable Federal rate as Parachute Payments as well as any payments or benefits provided outside of this Agreement that are so treated will not causein effect on the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Payments to be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Section 280G(b)(3) of the Code.Effective Date.
Parachute Cap. Notwithstanding anythingLimitation on Payments. Anything in this Agreement to the contrary, any payment, benefit,contrary notwithstanding, in the event that Employee becomes entitled to payments or amountbenefits under this Agreement and the payments or benefits payable to Employee under this Agreement, when combined with other payments and benefits received or benefit to be provided to Executive pursuant to this Agreement that is a “Parachute Payment” as definedreceived by the Employee from the Company or any corporation affiliated with the Company within the meaning of Section 1504 of the Code, in the opinion of the Company, would constitute parachute payments within the meaning of Section 280G(b)(2) of the Code, willthen the amounts payable to Employee under this Agreement shall be reduced to an amount, the extent necessary so thatpresent value of which (when combined with the present value of any other payments or benefits payableotherwise received or to be provided to Executive under this Agreement that are treated as Parachute Payments as well asreceived by Employee from the Company (or any payments or benefits provided outsidecorporation affiliated with the Company within the meaning of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1)1504 of the Code. If itCode) that would be deemed parachute payments) is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Paymentsequal to be made to ensure that the total payments to Executive do not exceed 2.99 times Executive’s “base amount” as defined in Sectionthe base amount within the meaning [Section 280G(b)(3) of the Code.].
Parachute Cap. Notwithstanding anything in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreement thatIt is a “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary sointended that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well aspresent value of any payments or benefits provided outside of this Agreementto Executive, whether hereunder or otherwise, that are so treated will not causeincludible in the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1)computation of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, the Corporation will reduce the amount of any remaining Parachute Payments to be made to ensure that the total payments to Executive doAmount shall not exceed 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3)base amount. Accordingly, if Executive receives any payment or benefit from the Company prior to payment of the Parachute Amount which, when added to the Parachute Amount, would subject any of the payments or benefits to Executive to the excise tax imposed by Section 4999 of the Code, the Parachute Amount shall be reduced by the least amount necessary to avoid such tax. The Company shall have no obligation hereunder to make any payment or provide any benefit to Executive after the payment of the Parachute Amount which would subject any of such payments or benefits to the excise tax imposed by Section 4999 of the Code.
Parachute Cap.Payment Adjustments. Notwithstanding anything in this Agreementherein to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreementin the event that is a “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well asyou receive any payments or benefits provided outsidedistributions, whether payable or distributed or distributable pursuant to the terms of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, that constitute “parachute payments” within the Corporation will reducemeaning of Section 280G of the Code, and the net after-tax amount of any remaining Parachute Paymentsthe parachute payment is less than the net after-tax amount if the aggregate payment to be made to ensure that the total payments to Executive do not exceed 2.99you were three times Executive’syour “base amount” as(as defined in Section 280G(b)(3) of the Code.Code) less $1.00, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that shall equal three times your base amount, less $1.00. The determinations to be made with respect to this paragraph 19(f) shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to you.
Parachute Cap.Payment Adjustments. Notwithstanding anything in this Agreementherein to the contrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreementin the event that is a “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary so that the benefits payable or to be provided to Executive under this Agreement that are treated as Parachute Payments as well asyou receive any payments or benefits provided outsidedistributions, whether payable or distributed or distributable pursuant to the terms of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1) of the Code. If it is established that an “Excess Parachute Payment” has occurred or will occur under this Agreement or otherwise, that constitute “parachute payments” within the Corporation will reducemeaning of Section 280G of the Code, and the net after‑tax amount of any remaining Parachute Paymentsthe parachute payment is less than the net after-tax amount if the aggregate payment to be made to ensure that the total payments to Executive do not exceed 2.99you were three times Executive’syour “base amount” as(as defined in Section 280G(b)(3) of the Code.Code) less $1.00, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that shall equal three times your base amount, less $1.00. The determinations to be made with respect to this paragraph 19(f) shall be made by a certified public accounting firm designated by the Company and reasonably acceptable to you.
Parachute Cap.Certain Excise Taxes. Notwithstanding anything to the contrary in this Agreement to the contrary, any payment, benefit, or amount payable or benefit to be provided toAgreement, if Executive pursuant to this Agreement that is a “Parachute Payment” asdisqualified individual (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from Company, any member of the Company Group or any of their respective affiliates, would constitute a parachute payment (as defined in Section 280G(b)(2) of the Code, willCode), then the payments and benefits provided for in this Agreement shall be either # reduced to the extent necessary(but not below zero) so that the present value of such total amounts and benefits payable or to be provided toreceived by Executive under this Agreement that are treated as Parachute Payments as well asfrom Company, any payments or benefits provided outside of this Agreement that are so treated will not cause the Corporation to have paid an “Excess Parachute Payment” as defined in Section 280G(b)(1)member of the Code. If it is established that an “Excess Parachute Payment” has occurredCompany Group or will occur under this Agreement or otherwise, the Corporation will reduce the amountany of any remaining Parachute Payments totheir respective affiliates shall be made to ensure that the total payments to Executive do not exceed 2.99one dollar ($1.00) less than three times Executive’Executives “base amount” asbase amount (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or # paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Company, any member of the Company Group or any of their respective affiliates used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times Executives base amount, then Executive shall immediately repay such excess to Company upon notification that an overpayment has been made. Nothing in this Section 22 shall require Company to be responsible for, or have any liability or obligation with respect to, Executives excise tax liabilities under Section 4999 of the Code.
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