Parachute Payments

Parachute Payments. If Executive is a "disqualified individual" (as defined in section 280G(c) of the Code), and the severance benefits provided for in Section 3, together with any other payments or benefits which Executive has the right to receive hereunder, would constitute a "parachute payment" (as defined in section 280G(b)(2) of the Code), then the severance benefits provided hereunder shall be either (a) reduced (but not below zero) so that the present value of such total amounts received by Executive from... the Company will be one dollar ($1.00) less than three times Executive's "base amount" (as defined in section 280G(b)(3) of the Code) and so that no portion of such amounts received by Executive shall be subject to the excise tax imposed by section 4999 of the Code or (b) 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 applicable income tax). The determination as to whether any such reduction in the amount of the severance benefits is necessary shall be made by the Company in good faith. View More

Parachute Payments. Parachute payments within the meaning of Section 280G of the Code.