Anything in this Agreement to the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined in Section 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, or # 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 made 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, through to such payment or benefit that would be made first in time).
Anything in this AgreementCertain Excise Taxes. Notwithstanding anything to the contrary notwithstanding,in this Agreement, if the Executive is a “disqualified individual”disqualified individual (as defined in Section 280G280G(c) 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,from Company, any member of the “Payments”),Company Group or any of their respective affiliates, would constitute a “parachute payment”parachute payment (as defined in Section 280G280G(b)(2) of the Code), then the Paymentspayments and benefits provided for in this Agreement shall be either # reduced (but not below zero) so that the aggregate present value of such total amounts and benefits received by Executive from Company, any member of the Payments willCompany Group or any of their respective affiliates shall be one dollar ($1.00) less than three times the Executive’Executives “base amount”base amount (as defined in Section 280G280G(b)(3) of the Code) and so that no portion of the Paymentssuch amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code,Code or # paid in full, whichever produces the better net after-tax result for theposition to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable income tax)taxes). The reduction of Payments,payments and benefits hereunder, if any,applicable, shall be made by reducing the Paymentsreducing, first, payments or benefits to be paid in cash hereunder in the reverse order in which the Paymentssuch 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.
Anything inIn the event that any payment or benefit received or to be received by Executive pursuant to this AgreementAgreement, pursuant to another compensation or benefit program or otherwise (“Payments”) would # constitute a “parachute payment” within the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined inmeaning of Section 280G of the Code),Code and the payments and benefits provided# but 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 shall13, be subject to the excise tax imposed by Section 4999 of the Code,Code (“Excise Tax”), then such Payments shall either be # provided in full pursuant to the terms of this Agreement and any other plan, program or applicable agreement, or # paidprovided as to such lesser extent which would result in full,no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever producesof the better net after-tax result for the Executive (takingforegoing amounts, taking into account the applicable federal, state and local income, employment and other taxes and the Excise Tax (including, without limitation, any applicable excise interest or penalties on such taxes), results in the receipt by Executive, on an after-tax under Section 4999basis, of the Codegreatest amount of payments and any applicable income tax). The reductionbenefits provided for hereunder or otherwise, notwithstanding that all or some portion of Payments, if any, shallsuch Payments may be made 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,subject to the extent necessary, through to such payment or benefit that would be made first in time).Excise Tax.
Anything inIn the event that any benefits payable to Executive pursuant to this Agreement toor any other benefit plan or agreement (“Payments”) # constitute “parachute payments” within the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined inmeaning of Section 280G of the Code)Internal Revenue Code of 1986, as amended (the “Code”), and the payments and benefits provided# but for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”),[Article 6.7] 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, or #any comparable successor provisions (the “Excise Tax”), then Executive’s Payments shall be provided to Executive as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax. In the event that the payments and/or benefits are to be reduced pursuant to this [Article 6.7], such payments and benefits shall be reduced such that the amount the Payments are reduced to as close to the amount that is $1.00 below the amount where the Excise Tax would be required to be paid as is reasonably possible. In applying this principle, the reduction shall be made in full, whichever producesa manner consistent with the better net after-tax result for the Executive (taking into account any applicable excise tax underrequirements of Section 4999409A of the Code and any applicable income tax). Thewhere two economically equivalent amounts are subject to reduction of Payments, if any,but payable at different times, such amounts shall be madereduced on a pro rata basis but not below zero. For purposes of making the calculations required by reducingthis [Article 6.7], the Payments inCompany’s finance personnel responsible for the reverse order in whichcalculation may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Payments would be paid or provided (beginning with such payment or benefit that would be made last in timeapplication of the Code, and continuing, to the extent necessary, throughother applicable legal authority. The Company and Executive shall furnish to such payment or benefit that would be made firstfinance personnel such information and documents as the finance personnel may reasonably request in time)order to make a determination under this [Article 6.7].
Anything in this Agreement to the contrary notwithstanding, ifin the event that it shall be determined that any payments by the Company under this Agreement (“Payments”) to or for the benefit of the Executive is a “disqualified individual” (as defined in Section 280G(whether paid or payable or distributed or distributable pursuant to the terms of the Code), andAgreement or otherwise) would result in an “excess parachute payment” within 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 inmeaning of Section 280G280G(b)(1) 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 soCode, but that no portion of the Payments would be treated as excess parachute payments if the aggregate amount of the Payments were reduced then the Payments may be reduced to the “Reduced Amount” as provided in this Section. The “Reduced Amount” shall be subjectan amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be an excess parachute payment under Section 280G(b)(1) of the Code. For purposes of this provision, present value shall be determined in accordance with Section 280G(d)(4) of the Code. Executive shall receive whichever of the following results in the largest after tax amount: # the Reduced Amount, or # the sum of all Payments. Any determinations with respect to the excise tax imposed by Section 4999amount of any Reduced Amount and the Code, or # 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,Payments that are to be reduced hereunder shall be made by reducing the Company. If Executive disagrees with the Company’s determination pursuant to this paragraph, Executive and Company shall mutually designate a nationally certified public accounting firm to determine the proper amount payable pursuant to this paragraph. To the extent necessary to achieve the Reduced Amount, Payments shall be reduced as follows: # first, outplacement reimbursements pursuant to Section 6.e shall be reduced beginning with reimbursement for the most recent cost incurred by the Executive; # second, disability benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the date specified in that Section as necessary; # third, life insurance benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the reverse orderdate specified in whichthat section as necessary; # fourth, insured and self-insured medical insurance benefit coverage under Section 6.c shall be reduced by terminating such coverage earlier than the date specified in that Section as necessary; # fifth, lump sum payments pursuant to Section 6.a and 6.b; and # sixth, any loan pursuant to Section 6.d. In no event, however, shall any Payments would be paid or provided (beginning with such payment or benefit that would be made last in timereduced if and continuing, to the extent necessary, throughsuch reduction would cause a violation of Section 409A of the Code or other applicable law or would fail to suchreduce any excess parachute payment or benefit that wouldunder this Section. The calculations required by this Section will be made firstassuming that the Executive pays Federal, state and local income taxes at the highest marginal rate of tax in time).each case.
Anything inBest Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Executive isCompany pursuant to this Agreement or otherwise (“Payment”) would # constitute a “disqualified individual” (as defined in“parachute payment” within the meaning of Section 280G of the Code),Code and the payments and benefits provided# but 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 shallsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced 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 # paid in full,the entire Payment, whichever produces the better net after-tax result for the Executive (takingamount after taking into account anyall applicable excise tax under Section 4999federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the Codemaximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after- tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject 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 preceding sentence, the reduction shall occur in the 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 applicable income tax). The reductionportion of Payments, if any,the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be made by reducingmodified so as to avoid the Payments inimposition of taxes pursuant to Section 409A as follows: # as a first priority, 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,modification shall preserve to the greatest extent necessary, through to such payment orpossible, the greatest economic benefit for Executive as determined on an after-tax basis; # as a second priority, Payments that wouldare contingent on future events (e.g., being terminated without cause), shall be made first in time)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 [Section 409A] shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of [Section 409A].
Anything inIf any payment or benefit Executive would receive under this AgreementAgreement, when combined with any other payment or benefit Executive receives pursuant to the contrary notwithstanding, iftermination of Executive’s employment with the Executive isCompany and its Affiliates (“Payment”), would # constitute a “disqualified individual” (as defined in“parachute payment” within the meaning of Section 280G of the Code),Code, and the payments and benefits provided# but 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 shallsentence, be subject to the excise tax imposed by Section 4999 of the Code,Code (the “Excise Tax”), then such Payment shall be either # the full amount of such Payment or # paidsuch lesser amount (with cash payments being reduced before stock option compensation) as would result in full,no portion of the Payment being subject to the Excise Tax, whichever producesof the better net after-tax result for the Executive (takingforegoing amounts, taking into account anythe applicable excise federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax under Section 4999basis, of the Code and any applicable income tax). The reductiongreater amount of Payments, if any, shallthe Payment notwithstanding that all or some portion of the Payment may be made 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,subject to the extent necessary, through to such payment or benefit that would be made first in time).Excise Tax.
Anything in this Agreement toconstitute a “parachute payment” within the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined inmeaning of Section 280G of the Code),Code, and the payments and benefits provided# but 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 shallsentence, be subject to the excise tax imposed by Section 4999 of the Code,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 # paidthe total amount of the Payment, whichever 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 full, whichever produces the better netExecutive’s receipt, on an after-tax result forbasis, 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 or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of outstanding equity awards. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the date of grant of the Executive’s outstanding 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 (taking into account any applicable excise tax underfor 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 and any applicable income tax).Code. The reduction of Payments, if any,Company shall be made by reducingbear all costs the PaymentsTax Counsel may reasonably incur in the reverse order in which the Payments would be paid or provided (beginningconnection 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).its services.
AnythingParachute Cap. Notwithstanding anything in this Agreement to the contrary notwithstanding, if thecontrary, any payment, benefit, or amount payable or benefit to be provided to Executive pursuant to this Agreement that is a “disqualified individual” (as“Parachute Payment” as defined in Section 280G280G(b)(2) of the Code), andCode, 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 andor benefits provided for inoutside of this Agreement, together with any other payments and benefits whichAgreement that are so treated will not cause the Executive has the rightCorporation to receive (collectively, the “Payments”), would constitute a “parachute payment” (ashave paid an “Excess Parachute Payment” as defined in Section 280G280G(b)(1) of the Code), thenCode. 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 shallto be either # reduced (but not below zero) somade to ensure that the aggregate present value of the Payments will be one dollar ($1.00) less than threetotal payments to Executive do not exceed 2.99 times the Executive’s “base amount” (asas defined in Section 280G280G(b)(3) 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, or # 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 made 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, through to such payment or benefit that would be made first in time).Code.
Anything inGeneral. In the event that the payments and benefits (the “Payments”) paid or provided to Executive under this Agreement toor otherwise # constitute “parachute payments” within the contrary notwithstanding, if the Executive is a “disqualified individual” (as defined inmeaning of Section 280G of the Code)Code (“[Section 280G]”), and the payments and benefits provided# but for in this Agreement, together with any other payments and benefits which the Executive has the right to receive (collectively, the “Payments”),Section 8, 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,Code (“[Section 4999]”), then the Payments shall be either # delivered in full, or # paiddelivered as to such lesser extent which would result in full, whichever producesno portion of the better net after-tax result for the Executive (taking into account any applicablePayments being subject to excise tax under Section 4999[Section 4999], whichever of the Codeforegoing amounts, taking into account the applicable federal, state and any applicablelocal income tax)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 the Payments, notwithstanding that all or some portion of the Payments may be taxable under [Section 4999]. The reductionprovisions of Payments, if any,this Section 8 shall be made by reducingapply if, at the Paymentstime of any change in ownership or control of the reverse order in whichCompany (within the Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, tomeaning of [Section 280G]), the extent necessary, through to such payment or benefit that would be made first in time)Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of [Section 280G].
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.