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Best After Tax. If any payment or benefit Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would # constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

Best AfterGolden Parachute Tax. IfIn the event that any paymentpayments, entitlements or benefit Executive would receivebenefits (whether made or provided pursuant to a Change in Control from the Companythis Agreement or otherwise (“Payment”) would #otherwise) provided to Executive constitute a “parachute payment”“parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”(“Code), and # but for this sentence,may be subject to thean excise tax imposed bypursuant to Section 4999 of the Code (the “Excise Tax”), then such PaymentCode, then, Executive shall be reducedentitled to the Reduced Amount. The “Reduced Amount” shall be eithergreater of, as determined on an after-tax basis (taking into account any such excise tax), # such parachute payments or # the largest portiongreatest reduced amount of the Payment thatsuch parachute payments as would result in no portionamount of the Paymentsuch parachute 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 paragraph 4(a)(ii)(B) or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred4(b)(ii)(B) hereof, as applicable; second, by reducing any other cash payments subject to Code Section 409A; cancellationbe made to Executive but only if the value of accelerated vestingsuch cash payments is not greater than the parachute value of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. Insuch payments; third, by cancelling the event that acceleration of vesting of stock awardany outstanding equity-based compensation isawards that are subject to be reduced, suchperformance 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 reverseinverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced # only to the dateextent that the payment and/or benefit otherwise to be paid or the vesting of grantthe award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of Executive’s stock awards.[Section 280G(b)(2)(A)] of the Code, and # only to the extent necessary to 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 Company and for purposes of present valuing any such payments under Treasury Regulation 1.280G-1 Q&A 32, the discount rate to be used shall be the applicable Federal rate as in effect on the Effective Date.

Best After Tax. If any payment or benefit Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),Code, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount”Reduced Amount shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or # the largest portion, up to and including the total,total amount of the Payment, whichever amount,of the amounts determined under [(A) and (B)], after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments”“parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A;employee benefits; and cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits.outstanding equity awards. In the event that acceleration of vesting of stock award compensationoutstanding equity awards is to be reduced, such acceleration of vesting shall be cancelledundertaken in the reverse order of the date of grant of Executive’the Executive’s stockoutstanding equity awards. All calculations and determinations made pursuant this [Section 6] will be made by an independent accounting or consulting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this [Section 6], the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G of the Code and Section 4999 of the Code. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Best After Tax.Parachute Payments. If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive pursuant toin connection with a Change in Control from the Company or otherwise (“Payment”) would # constituteother event that constitutes a “parachute payment”change in ownership or control within the meaning of Section 280G of the Internal Revenue Code and the regulations thereunder (in either case, a “[[Unknown Identifier]] Event” and any such payment or benefit, a “Transaction Payment”) would # constitute a “parachute payment” within the meaning of 1986, as amended (the “Code”),Section 280G of the Code, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then suchthe Company shall cause to be determined, before any amounts of the Transaction Payment shall be reducedare paid to Executive, which of the Reduced Amount. The “Reduced Amount” shall be either #following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the largestgreater amount of Transaction Payments notwithstanding that all or some portion of the Transaction Payment that would result in no portion of the Payment beingmay be subject to the Excise TaxTax: # payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or # payment of only a portion of the Transaction Payments so that Executive receives the largest portion, up to and includingpayment possible without the total,imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever amount, after takingthe Company shall cause to be taken into account all applicable federal, statestate, local and localforeign income and employment taxes, income taxes,taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis,rate, net of the greater amountmaximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, # Executive shall have no rights to any additional payments and/or benefits constituting the Payment notwithstanding that all or someforfeited portion of the Payment may be subject to the Excise Tax. If aFull Payment, and # reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shallwill occur in the following order:manner 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. Notwithstanding the foregoing, if such reduction would result in any portion of current cash payments; reduction of deferred cash paymentsthe Transaction Payments being subject to penalties pursuant to Section 409A of the Code that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A; cancellation409A of accelerated vestingthe Code as follows: # Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and # Transaction Payments that are “deferred compensation” within the meaning of stock options; cancellationSection 409A of accelerated vestingthe Code shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of stock awards other than stock options; reductionSection 409A of employee benefits.the Code. In the event that acceleration of vesting of stock awardany equity compensation awards is to be reduced, such acceleration of vesting shallwill be cancelled in the reverse order of the date of grant of Executive’Executive’s stockequity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision.

Best After Tax. IfIn the event that any payment received or benefitto be received by the Executive would receive pursuant toin connection with a Change in Control fromof the Company or otherwise (“Payment”the termination of the Executive’s employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change in control of the Company or any person affiliated with the Company or such person (together with the Severance Payment, the “Total Payments”, and each a “Payment”)) would # constitute a “parachute payment” within the meaning ofbe treated as “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and #would, but for this sentence,section, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise Tax”Code”), or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as (the “Excise Tax”)), then such Paymentprior to making any Total Payments, a calculation shall be reducedmade comparing # the Net Benefit (as defined below) to the Reduced Amount. The “Reduced Amount” shall be eitherExecutive of the Total Payments after payment of the Excise Tax, to # the largest portion ofNet Benefit to the Payment that would result in no portion ofExecutive if the PaymentTotal Payments are limited to the extent necessary to avoid being subject to the Excise Tax orTax. Only if the amount calculated under # above is less than the largest portion, upamount under # above will the Total Payments be reduced to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstandingminimum extent necessary to ensure that all or someno portion of the Payment may beTotal Payments is subject to the Excise Tax. If aTax (that amount, the “Reduced Amount”). “Net Benefit” shall mean the present value of the Total Payments net of all federal, state, local, foreign income, employment and excise taxes. The reduction of the amounts payable under this Agreement, if applicable, shall be made by reducing taxable payments before non-taxable payments, and payments nearest in time before payments and/or benefits constituting “parachute payments”later in time, unless an alternative method of reduction is necessary so thatelected by the Payment equalsExecutive to the extent consistent with Section 409A of the Code. For purposes of reducing the Total Payments to the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awardsonly amounts payable under this Agreement (and no other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vestingPayments) shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.reduced.

Best After Tax. If any payment or benefit Executive would receive under this Agreement, when combined with any other payment or benefit Executive receives pursuant to a Change inof Control from the Company or otherwise (“Payment”(for purposes of this section, a “Payment) wouldwould: # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of[Section 280G] the Internal Revenue Code of 1986, as amended (the “Code”),Code; and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be eithereither: # the largest portionfull amount of the Payment thatsuch Payment; or # such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the Excise Tax or # the largest portion, up to and including the total,Tax, whichever of the Payment, whichever amount, afterforegoing amounts, taking into account allthe applicable federal, state and local employmentemployments taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate),Tax, results in Executive’Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

Best After Tax. IfPay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive pursuant to a Change in Control from the Company pursuant to this Agreement or otherwise (“Payment”(“Payment) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then such Payment shallwill be reducedequal to the Reduced Amount.Amount (as defined below). The “Reduced Amount” shallReduced Amount” will be either # the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or # the largest portion, up to and including the total, of theentire Payment, whichever amount,amount after taking into account all applicable federal, statestate, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate)rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’Executive’ s receipt, on an after-tax basis, of the greater amount of the Paymenteconomic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments”a Payment is necessary so thatrequired pursuant to the Payment equalspreceding sentence and the Reduced Amount,Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the following order:manner (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 (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of current cash payments; reduction of deferred cash paymentsthe Payment being subject to Codetaxes pursuant to Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vestingReduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be cancelled inmodified so as to avoid the reverse orderimposition of taxes pursuant to Section 409A as follows: # as a first priority, the datemodification 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 # as a third priority, Payments that are “deferred compensation” within the meaning of grant[Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Executive’s stock awards.[Section 409A].

Best After Tax. If#280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or benefitdistribution Executive would receive pursuant to a Change in Control from the Companythis Agreement or otherwise (“Payment”(“Payment) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),Code, and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then such Payment shall either be reduced# delivered in full, or # delivered as to the Reduced Amount. The “Reduced Amount” shall be either # the largest portion of the Payment thatsuch lesser extent which would result in no portion of thesuch Payment being subject to the Excise Tax or # the largest portion, up to and including the total,Tax, whichever of the Payment, whichever amount, afterforegoing amounts, taking into account allthe applicable federal, state and local employment taxes, income taxes,taxes and the Excise Tax (all computed at the highest applicable marginal rate),Tax, results in Executive’s receipt,the receipt by Executive on an after-tax basis, of the greater amount of the Paymentlargest payment, notwithstanding that all or some portion of the Payment may be subjecttaxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the Excise Tax. Ifeffective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations 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 payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shallpursuant to this Section 4.2 will occur in the following order: # reduction of current cash payments; reduction# cancellation of deferred cash payments subject to Code Section 409A;accelerated vesting of equity awards other than stock options; # cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options;and # reduction of employee benefits. In the event that acceleration of vesting of stock award compensation isother benefits payable to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.Executive.

Best After Tax. IfAnything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”(“Payment) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),Code; and # but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”Excise Tax), then such Payment shall be reducedequal to the Reduced Amount. The “Reduced Amount”Reduced Amount shall be either # the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise TaxTax; or # the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portionPayment. Any reduction made pursuant to this Section 5(a) shall be made in accordance with the following order of priority: # stock options whose exercise price exceeds the fair market value of the Payment mayoptioned stock (“Underwater Options”), # Full Credit Payments (as defined below), that are payable in cash, # non-cash Full Credit Payments that are taxable, # non-cash Full Credit Payments that are not taxable, # Partial Credit Payments (as defined below) and # non-cash employee welfare benefits. In each case, reductions shall be subjectmade in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the Excise Tax. If a reductionterms of this Agreement or otherwise, that if reduced in payments and/value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, determined as if such payment, distribution or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order ofbenefit had been paid or distributed on the date of grant of Executive’s stock awards.the event triggering the excise tax. “Partial Credit Payment” means any payment, distribution or

Best After Tax. IfIn the event that any payment or benefit received or to be received by Executive would receive pursuant to a Change in Control from the Companythis Agreement, pursuant to another compensation or benefit program or otherwise (“Payment”(“Payments) would # constitute a “parachute payment”“parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and # but for this sentence,Section 13, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”(“Excise Tax), then such PaymentPayments shall either be reduced# provided in full pursuant to the Reduced Amount. The “Reduced Amount” shall be eitherterms of this Agreement and any other plan, program or applicable agreement, or # the largest portion of the Payment thatprovided as to such lesser extent which would result in no portion of the Paymentsuch Payments being subject to the Excise Tax or # the largest portion, up to and including the total,(“Reduced Amount”), whichever of the Payment, whichever amount, afterforegoing amounts, taking into account allthe applicable federal, state and local income, employment taxes, income taxes,and other taxes and the Excise Tax (all computed at the highest applicable marginal rate)(including, without limitation, any interest or penalties on such taxes), results in Executive’s receipt,the receipt by Executive, on an after-tax basis, of the greatergreatest amount of the Paymentpayments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of the Paymentsuch Payments may be subject to the Excise Tax. If a reduction in payments and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of current cash payments; reduction of deferred cash payments subject to Code Section 409A; cancellation of accelerated vesting of stock options; cancellation of accelerated vesting of stock awards other than stock options; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards.

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