Parachute Payments

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

Parachute Payments. Any other payments or benefits received or to be received by Executive in connection with transactions contemplated by a Change in Control or Executive's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company), shall be treated as "parachute payments" within the meaning of Section 280G of the Code or any similar or successor provision, and all "excess parachute payments" within the meaning of Section 280G or any... similar or successor provision shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G (or any similar or successor provision of the Code) in excess of the base amount within the meaning of Section 280G (or any similar or successor provision of the Code), or are otherwise not subject to the Excise Tax. View More

Parachute Payments. Shall have the meaning set forth and shall be determined as provided in Section 280G of the Code.

Parachute Payments. Shall have the meaning set forth and shall be determined as provided in Section 280G of the Code. 2 1.16 "Payment Cap" means the maximum amount which may be paid to Employee under the terms of this Agreement without subjecting Employee to the Excise Tax.

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