Common use of Limitation on Change of Control Compensation Clause in Contracts

Limitation on Change of Control Compensation. In the event that Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 7 or in Section 9 shall be considered together with all Change of Control Payments so that, with respect to Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to Executive, then the portions of such Change of Control payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to Executive is one Dollar ($1.00) less than the maximum allowable which would not be considered a "parachute payment" under the Code: (i) First, any cash payment to Executive; (ii) Second, any Change of Control Payments not described in this Agreement; and (iii) Third, any forgiveness of indebtedness of Executive to the Company. Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments which would be considered a "parachute payment" under the Code.

Limitation on Change of Control Compensation. In the event that the Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties hereto expressly agree that the payments described in this Section 7 or in Section 9 2 above shall be considered together with all other Change of Control Payments so that, with respect to the Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to the Executive, then the portions of such Change of Control payments Payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to the Executive is one One Dollar ($1.00) less than the maximum allowable which would not be considered a "parachute payment" under Section 280G of the Code: (ia) First, any cash payment to the Executive; (iib) Second, any Change of Control Payments not described in this Agreementherein; and (iiic) Third, any forgiveness of indebtedness of the Executive to the CompanyUltra Pac. The Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments Payments which would be considered a "parachute payment" under the Code.

Limitation on Change of Control Compensation. In the event that the Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties hereto expressly agree that the payments described in this Section 7 or in Section 9 2 above shall be considered together with all Change of Control Payments so that, with respect to the Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit which shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to the Executive, then the portions of such Change of Control payments Payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to the Executive is one are One Dollar ($1.00) less than the maximum allowable which would not be considered a "parachute payment" under Section 280G of the Code: (ia) First, any cash payment to the Executive; (iib) Second, any Change of Control Payments not described in this Agreementherein; and (iiic) Third, any forgiveness of indebtedness of the Executive to the CompanyUltra Pac. The Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments Payments which would be considered a "parachute payment" under the Code.

Limitation on Change of Control Compensation. In the event that Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 7 or in Section 9 6 shall be considered together with all Change of Control Payments so that, with respect to Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to Executive, then the portions of such Change of Control payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to Executive is one One Dollar ($1.00) less than the maximum allowable which would not be considered a "parachute payment" under the Internal Revenue Code: (i) First, any cash payment to Executive; (ii) Second, any Change of Control Payments not described in this Agreement; and (iii) Third, any forgiveness of indebtedness of Executive to the Company. Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments which would be considered a "parachute payment" under the Code.

Limitation on Change of Control Compensation. In the event that the Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties hereto expressly agree that the payments described in this Section 7 or in Section 9 2 above shall be considered together with all other Change of Control Payments so that, with respect to the Executive, all Change of Control Payments Patents are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to the Executive, then the portions of such Change of Control payments Payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to the Executive is one One Dollar ($1.00) less than the maximum allowable which would not be considered a "parachute payment" under Section 280G of the Code: (ia) First, any cash payment to the Executive; (iib) Second, any Change of Control Payments not described in this Agreementherein; and (iiic) Third, any forgiveness of indebtedness of the Executive to the CompanyUltra Pac. The Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments Payments which would be considered a "parachute payment" under the Code.

Limitation on Change of Control Compensation. In the event that Executive is a "“disqualified individual" ” within the meaning of Section 280G of the Code, the parties expressly agree that the payments described in this Section 7 or in Section 9 6 shall be considered together with all Change of Control Payments so that, with respect to Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "“parachute payment" ” within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "“parachute payment" ” with respect to Executive, then the portions of such Change of Control payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to Executive is one One Dollar ($1.00) less than the maximum allowable which would not be considered a "“parachute payment" ” under the Internal Revenue Code: (i) First, any cash payment to Executive; (ii) Second, any Change of Control Payments not described in this Agreement; and (iii) Third, any forgiveness of indebtedness of Executive to the Company. Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments which would be considered a "“parachute payment" ” under the Code.

Limitation on Change of Control Compensation. In the event that the Executive is a "disqualified individual" within the meaning of Section 280G of the Code, the parties hereto expressly agree that the payments described in this Section 7 or in Section 9 2 above shall be considered together with all other Change of Control Payments so that, with respect to the Executive, all Change of Control Payments are collectively subject to an overall maximum limit. Such maximum limit shall be One Dollar ($1.00) less than the largest amount under which no portion of the Change of Control Payments is considered a "parachute payment" within the meaning of Section 280G of the Code. Accordingly, to the extent that the Change of Control Payments would be considered a "parachute payment" with respect to the Executive, then the portions of such Change of Control payments Payments shall be reduced or eliminated in the following order until the remaining Change of Control Payments with respect to the Executive is one One Dollar ($$ 1.00) less than the maximum allowable which would not be considered a "parachute payment" under Section 280G of the Code: (ia) First, any cash payment to the Executive; (iib) Second, any Change of Control Payments not described in this Agreementherein; and (iiic) Third, any forgiveness of indebtedness of the Executive to the CompanyUltra Pac. The Executive expressly and irrevocably waives any and all rights to receive any Change of Control payments Payments which would be considered a "parachute payment" under the Code.