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Section # Excess Parachute Payment. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Code Section 4999 due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Code Section 280G, the Participant may elect, in his or her sole discretion, to reduce the amount of any acceleration of vesting called for under the Award in order to avoid such characterization. To aid the Participant in making any election made under this [Section 8.3], no later than the date of the occurrence of any event that might reasonably be anticipated to result in an excess parachute payment to the Participant, the Corporation shall request a determination in writing by independent experts selected by the Corporation. As soon as practicable thereafter, the independent experts shall determine and report to the Corporation and the Participant the amount of such acceleration of vesting, payments and benefits that would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the independent experts may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Corporation and the Participant shall furnish to the independent experts such information and documents as the experts may reasonably request in order to make their required determination. The Corporation shall bear all fees and expenses the independent experts may reasonably charge in connection with their services contemplated by this [Section 8.3], and any excise tax, income tax, interest, or penalties imposed on the Participant as a result of a successful Internal Revenue Service claim that, contrary to the determination and report of the independent experts, the Participant must pay an excise tax under Code Section 4999 due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Code Section 280G.

SectionSECTION # Excess Parachute Payment.[Section 280G]. In the event that any acceleration of vesting pursuant to an Award and any other payment or benefit received or to be received by aany Participant pursuant to the Plan or any other plan or arrangement with the Company (collectively, “Payments”) would constitute “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code, or would otherwise be subject the Participant to anythe excise tax pursuant to Codeimposed under Section 4999 dueof the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the Company, then the aggregate amount of such Payments shall be reduced to the characterizationextent necessary to avoid such excise tax, but only if the Net After-Tax Benefit taking into account such reduction exceeds the Net After-Tax Benefit without taking into account such reduction. Notwithstanding any provision to the contrary in this Plan or any other applicable agreement or plan, subject to and consistent with the requirements of such accelerationSection 409A of vesting, payment or benefitthe Code, any reduction in the Payments required under this Section shall be implemented as an excess parachute payment under Code Section 280G, the Participant may elect, in his or her sole discretion, to reducefollows: first, by reducing the amount of the Participant’s Separation Pay; second, by reducing any other cash payments to be made to the Participant; third, by cancelling any outstanding performance-based equity awards whose performance goals were not met prior to the Change in Control; fourth, by cancelling the acceleration of vesting called for underof any outstanding # performance-based equity awards whose performance goals were met prior to the AwardChange in order to avoid such characterization. To aidControl and # service-vesting equity awards; and fifth, by eliminating any benefits continuation. In the Participant in making any election made under this [Section 8.3], no later than the datecase of the occurrencereductions to be made pursuant to each of any event that might reasonablythe foregoing clauses, the payment and/or benefit amounts to be anticipatedreduced, and the acceleration of vesting to resultbe cancelled, shall be reduced or cancelled in an excess parachutethe inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced only to the Participant,extent that the Corporation shall request a determination in writing by independent experts selected bypayment and/or benefit otherwise to be paid, or the Corporation. As soon as practicable thereafter,vesting of the independent experts shall determine and report to the Corporation and the Participant the amount of such acceleration of vesting, payments and benefitsaward that otherwise would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the independent experts may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Corporation and the Participant shall furnish to the independent experts such information and documents as the experts may reasonably request in order to make their required determination. The Corporation shall bear all fees and expenses the independent experts may reasonably charge in connection with their services contemplated by this [Section 8.3], and any excise tax, income tax, interest, or penalties imposed on the Participantbe accelerated, would be treated as a result of a successful Internal Revenue Service claim that, contrary to the determination and report of the independent experts, the Participant must pay an excise tax under Code Section 4999 due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Code Section 280G.parachute payment.”

Section # ExcessGolden Parachute Payment.Tax. In the event that any payments, entitlements or benefits (whether made or provided pursuant to this Agreement or otherwise) provided to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (“Code”), may be subject to an excise tax imposed pursuant to Section 4999 of the Code, then, 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 pursuant to an Award and any other payment or benefit received or to be received by a Participant would subject the Participant to any excise tax pursuant to Code Section 4999 due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Code Section 280G, the Participant may elect, in his or her sole discretion, to reduce the amount of any accelerationoutstanding equity-based compensation awards that are subject to performance vesting, the performance goals for which were met as of vesting called for under the Award in order to avoid such characterization. To aid the Participant in making any election made under this [Section 8.3], noExecutive’s date of termination or if later than the date of the occurrence of the change in control; fourth, by cancelling the acceleration of vesting of any event that might reasonablyrestricted 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 anticipatedmade pursuant to resulteach 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 an excess parachutethe inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced # only to the Participant,extent that the Corporationpayment 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 to achieve the required reduction hereunder. The determination of such after-tax amount under [clauses (i) and (ii)])], above, shall requestbe made by a determination in writing by independent expertsnationally recognized certified public accounting firm that is selected by the Corporation. As soon as practicable thereafter, the independent experts shall determineCompany and report to the Corporation and the Participant the amount of such acceleration of vesting, payments and benefits that would produce the greatest after-tax benefit to the Participant. For thefor purposes of present valuing any such determination,payments under Treasury Regulation 1.280G-1 Q&A 32, the independent experts may rely on reasonable, good faith interpretations concerningdiscount rate to be used shall be the application of Code Sections 280G and 4999. The Corporation and the Participant shall furnish to the independent experts such information and documentsapplicable Federal rate as the experts may reasonably request in order to make their required determination. The Corporation shall bear all fees and expenses the independent experts may reasonably charge in connection with their services contemplated by this [Section 8.3], and any excise tax, income tax, interest, or penalties imposedeffect on the Participant as a result of a successful Internal Revenue Service claim that, contrary to the determination and report of the independent experts, the Participant must pay an excise tax under Code Section 4999 due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Code Section 280G.Effective Date.

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