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It is intended that the present value of any payments or benefits to Executive, whether hereunder or otherwise, that are includible in the computation of the Parachute Amount shall not exceed 2.99 times the Executive’s 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.

ItCertain Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if Executive is intendeda “disqualified 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), then the payments and benefits provided for in this Agreement shall be either # reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from Company, any payments or benefits to Executive, whether hereunder or otherwise, that are includible in the computationmember of the Parachute AmountCompany Group or any of their respective affiliates shall not exceed 2.99be one dollar ($1.00) less than three times the Executive’Executive’s base amount. Accordingly, if Executive receives any payment or benefit from the Company prior to payment“base amount” (as defined in Section 280G(b)(3) of the Parachute Amount which, when added to the Parachute Amount, wouldCode) and so that no portion of such amounts and benefits received by Executive shall be subject any of the payments or benefits to Executive to the excise tax imposed by Section 4999 of the Code,Code or # paid in full, whichever produces the Parachute Amountbetter 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 reducedmade 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 suchreducing, 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 Executive’s 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, Executive’s excise tax imposed byliabilities under Section 4999 of the Code.

ItAnything in this Agreement to the contrary notwithstanding, if the Executive is intendeda “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 any payments or benefits to Executive, whether hereunder or otherwise, that are includible in the computation of the Parachute Amount shall not exceed 2.99Payments will be one dollar ($1.00) less than three times the Executive’s base amount. Accordingly, if Executive receives any payment or benefit from the Company prior to payment“base amount” (as defined in Section 280G of the Parachute Amount which, when added to the Parachute Amount, would subject anyCode) and so that no portion of the payments or benefits to ExecutivePayments shall be subject to the excise tax imposed by Section 4999 of the Code, or # paid in full, whichever produces the Parachute Amount shall be reduced bybetter net after-tax result for the least amount necessary to avoid such tax. The Company shall have no obligation hereunder to makeExecutive (taking into account 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 theapplicable excise tax imposed byunder Section 4999 of the Code.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).

ItParachute 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 intendeda “Parachute Payment” as defined in Section 280G(b)(2) of the Code, will be reduced to the extent necessary so that the present value ofbenefits 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 Executive, whether hereunderhave 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 are includible in the computation of the Parachute Amount shalltotal payments to Executive do not exceed 2.99 times the Executive’s base amount. Accordingly, if Executive receives any payment or benefit from the Company prior to payment“base amount” as defined in Section 280G(b)(3) 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.

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