Common use of Severance Amount Clause in Contracts

Severance Amount. ▇▇. ▇▇▇▇▇▇▇ shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to ▇▇. ▇▇▇▇▇▇▇ under Code Section 280G exceeds three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by ▇▇. ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇, Southern and the Company.

Severance Amount. ▇▇. ▇▇▇▇▇▇▇ s shall be paid in cash an amount equal to three times his Annual tim▇▇ ▇▇▇ ▇▇▇ual Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ Mr. Bowers an additional amount calculated by determining the amount of ▇▇▇▇▇▇ ▇▇ tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to ▇▇. ▇▇▇▇▇▇▇ Mr. Bowers under Code Section 280G exceeds three (3) times ▇▇. Mr. ▇▇▇▇▇▇▇’▇ “' "base amount” " (as such term is defined under Code Section 280▇▇▇▇▇▇▇ ▇80G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Mr. Bowers' Base Amount, less all other “"parachute payments” " (as such term is defined under Code Section 280G) received by Mr. Bowers, less one dollar (the "Capped Amount"), if the Cap▇▇. ▇ ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇Mr. Bowers, Southern and the Company.

Severance Amount. Mr. McCra▇▇. ▇▇▇ ▇▇▇▇▇ shall be paid ▇▇ ▇aid in cash an amount equal to three times his Annual Compensation h▇▇ ▇▇▇▇▇▇ ▇ompensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ Mr. McCrary an additional amount calculated by determining the amount of tax am▇▇▇▇ ▇▇ ▇▇▇ under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to ▇▇. ▇▇▇▇▇▇▇ Mr. McCrary under Code Section 280G exceeds three (3) times ▇M▇. ▇▇▇▇▇▇▇’▇ “'s "base amount” " (as such term is defined under Code Section 280Co▇▇ ▇▇▇▇▇▇▇ ▇▇▇G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Mr. McCrary's Base Amount, less all other “"parachute payments” payment▇" (as such term ▇▇ ▇▇▇▇ ▇▇rm is defined under Code Section 280G) received by Mr. McCrary, less one dollar (the "Capped Amount"), if the Cap▇▇. ▇ ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇Mr. McCrary, Southern and the Company.

Severance Amount. ▇▇. ▇▇▇▇▇▇▇▇▇ shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇▇▇ an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to ▇▇. ▇▇▇▇▇▇▇▇▇ under Code Section 280G exceeds three (3) times ▇▇. ▇▇▇▇▇▇▇▇▇’▇ “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇▇▇’▇ Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by ▇▇. ▇▇▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇▇▇, Southern and the Company.

Severance Amount. ▇▇. ▇▇▇▇▇▇▇ shall be paid in cash an amount equal to three times his Annual Compensation (the “Severance Amount”). If any portion of the Severance Amount constitutes an “excess parachute payment” (as such term is defined under Code Section 280G (“Excess Parachute Payment”)), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“Excise Tax”), the hospital insurance tax under Code Section 3101(b) (“HI Tax”) and federal and state income tax measured at the highest marginal rates (“Income Tax”) and subtracting such result from the number one (1) (the “280G Gross-up”); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “parachute payments” to ▇▇. ▇▇▇▇▇▇▇ under Code Section 280G exceeds three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ ’ “base amount” (as such term is defined under Code Section 280G (“Base Amount”)) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ ’ Base Amount, less all other “parachute payments” (as such term is defined under Code Section 280G) received by ▇▇. ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇, Southern and the Company.

Severance Amount. Mr. ▇▇. ▇▇▇▇▇▇▇ shall ▇▇▇ll be paid in cash an amount equal to three times his Annual Compensation ▇▇▇ ▇▇▇▇▇▇ ▇ompensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ Mr. Ratcliffe an additional amount calculated by determining the amount of tax a▇▇▇▇▇ ▇▇ ▇▇▇ under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to ▇▇. ▇▇▇▇▇▇▇ Mr. Ratcliffe under Code Section 280G exceeds three (3) times ▇▇. Mr. ▇▇▇▇▇▇▇’▇▇'▇ “"base amount” " (as such term is defined under Code Section 280C▇▇▇ ▇▇▇▇▇▇▇ ▇▇0G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Mr. Ratcliffe's Base Amount, less all other “"parachute payments” " (as such term ▇▇ ▇▇▇▇ ▇▇▇▇ is defined under Code Section 280G) received by Mr. Ratcliffe, less one dollar (the "Capped Amount"), if the Ca▇▇. ▇▇ ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇Mr. Ratcliffe, Southern and the Company.

Severance Amount. ▇M▇. ▇▇▇▇▇▇▇ shall be paid in cash an amount equal to three times his Annual time▇ ▇▇▇ ▇▇▇▇▇l Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to ▇▇. ▇▇▇▇▇▇▇ Mr. Fanning an additional amount calculated by determining the amount of tax a▇▇▇▇▇ ▇▇ ▇▇▇ under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to ▇▇. ▇▇▇▇▇▇▇ Mr. Fanning under Code Section 280G exceeds three (3) times ▇▇. Mr. ▇▇▇▇▇▇▇’'▇ “"base amount” " (as such term is defined under Code Section 280▇▇▇▇▇▇▇ ▇▇▇G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Mr. Fanning's Base Amount, less all other “"parachute payments” " (as such term ▇▇ ▇▇▇▇ ▇▇▇▇ is defined under Code Section 280G) received by Mr. Fanning, less one dollar (the "Capped Amount"), if the Capp▇▇. ▇ ▇▇▇▇▇▇▇, less one dollar (the “Capped Amount”), if the Capped Amount, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇Mr. Fanning, Southern and the Company.

Severance Amount. ▇▇. Mr. ▇▇▇▇▇▇▇ shall ▇▇▇ll be paid in cash an amount equal to three times his ▇▇▇▇▇ ▇▇▇ Annual Compensation (the “"Severance Amount”"). If any portion of the Severance Amount constitutes an “"excess parachute payment” " (as such term is defined under Code Section 280G (“"Excess Parachute Payment”")), the Company shall pay to Mr. Holland an additional amount calculated by determining ▇▇. ▇▇ ▇▇▇▇▇▇ an additional amount calculated by determining the amount of tax under Code Section 4999 that he otherwise would have paid on any Excess Parachute Payment with respect to the Change in Control and dividing such amount by a decimal determined by adding the tax rate under Code Section 4999 (“"Excise Tax”"), the hospital insurance tax under Code Section 3101(b) (“"HI Tax”") and federal and state income tax measured at the highest marginal rates (“"Income Tax”") and subtracting such result from the number one (1) (the “"280G Gross-up”"); provided, however, that no 280G Gross-up shall be paid unless the Severance Amount plus all other “"parachute payments” " to ▇▇. ▇▇▇▇▇▇▇ Mr. Holland under Code Section 280G exceeds three (3) times time▇ ▇▇. ▇▇▇▇▇▇▇’▇ “nd's "base amount” " (as such term is defined under Code Section ▇▇▇▇ ▇▇▇▇▇▇▇ 280G (“"Base Amount”")) by ten percent (10%) or more; provided further, that if no 280G Gross-up is paid, the Severance Amount shall be capped at three (3) times ▇▇. ▇▇▇▇▇▇▇’▇ Mr. Holland's Base Amount, less all other “"parachute payments” payme▇▇▇" (as such ▇▇ ▇▇▇▇ term is defined under Code Section 280G) received by ▇▇. ▇▇▇▇▇▇▇Mr. Holland, less one dollar (the “"Capped Amount”"), if the Capped Amount▇▇▇▇▇▇ ▇▇▇▇nt, reduced by HI Tax and Income Tax, exceeds what otherwise would have been the Severance Amount, reduced by HI Tax, Income Tax and Excise Tax. For purposes of this Section 2.2(b), whether any amount would constitute an Excess Parachute Payment and any other calculations of tax, e.g., Excise Tax, HI Tax, Income Tax, etc., or other amounts, e.g., Base Amount, Capped Amount, etc., shall be determined by a nationally recognized firm specializing in federal income taxes as selected by the Compensation Committee, and such calculations or determinations shall be binding upon ▇▇. ▇▇▇▇▇▇▇Mr. Holland, Southern and the Company.