Common use of Assignment of Reduction Clause in Contracts

Assignment of Reduction. In the event the Advisor shall determine that the Total Payments provided to the Executive should be reduced in order to provide the Executive the greatest amount of Total Payments, on an after‑tax basis, as described in Section 5.1, the Total Payments under this Agreement shall be reduced by the minimum extent necessary (but in no event to less than zero) so that no portion of such Total Payments, as so reduced, shall be subject to excise tax under Section 4999 of the Code. Any necessary reduction shall be applied against the Severance Benefits in the following order: (a) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (b) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the equity awards (that is, the most recently granted equity awards will be cancelled first); (c) reduction of the accelerated or continued vesting of equity awards in the reverse order of date of grant of the equity awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (d) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of any reductions.

Assignment of Reduction. In the event the Advisor shall determine that the Total Payments provided to the Executive should be reduced in order to provide the Executive the greatest amount of Total Payments, on an after‑tax after-tax basis, as described in Section 5.1, the Total Payments under this Agreement shall be reduced by the minimum extent necessary (but in no event to less than zero) so that no portion of such Total Payments, as so reduced, shall be subject to excise tax under Section 4999 of the Code. Any necessary reduction shall be applied against the Severance Benefits in the following order: (a) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (b) cancellation of equity awards that were granted “contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the equity awards (that is, the most recently granted equity awards will be cancelled first); (c) reduction of the accelerated or continued vesting of equity awards in the reverse order of date of grant of the equity awards (that is, the vesting of the most recently granted equity awards will be cancelled first); and (d) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first benefit to be reduced). In no event will Executive have any discretion with respect to the ordering of any reductions.