Common use of Benefit Limit Clause in Contracts

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess.

Benefit Limit. The benefit limitations of this Paragraph 4.6 5.5 shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his the Executive’s employment with the Company) under Code Section 4999. Notwithstanding the foregoing, in determining whether the benefit limitation of this Paragraph 5.5 has been exceeded, a reasonable determination shall be made as to the value of the restrictive covenants to which the Executive will be subject under Paragraph 4.2, and the amount of the Executive’s potential parachute payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.65.5, then the Executive's ’s salary and bonus continuation payments under Paragraph 4.3 5.3 or 4.45.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any the equity award would otherwise vest on an accelerated basis in accordance with the terms of the award Paragraph 5.4 shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) ), to the extent necessary to eliminate such excess.

Benefit Limit. The benefit limitations of this Paragraph 4.6 Part Five shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) otherwise would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his Executive’s employment with the CompanyCorporation) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Part Five - 2, then the Executive's ’s salary continuation payments under Paragraph 4.3 Part Three - 2.A or 4.4Part Four - 2.A, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the amount of Executive’s bonus payment under Part Four - 2.C shall be reduced next, and finally the number of shares as to which any equity award Executive’s outstanding Equity Awards (including Options) would otherwise vest on an accelerated basis in accordance with the terms of the award Part Three - 2.D and Part Four - 2.D shall be reduced (based on the value of the parachute payment attributable to such equity award option under Code Section 280G) ), to the extent necessary to eliminate such excess.

Benefit Limit. The benefit limitations provisions of this Paragraph 4.6 Section 10 shall be applicable control in the event any conflict occurs between this Section 10 and the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the other provisions of this Agreement regarding the vesting, issuance or delivery of any shares of Common Stock subject to this Agreement. If any payment of shares subject to this Award would constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations issued thereunder, then in no event shall the aggregate payment(s) or distribution(s) of any other benefits type to which or for the Executive may become entitled in connection with any change in control or ownership of by the Company or any of its affiliates, whether paid or payable or distributed or distributable pursuant to the subsequent termination terms of his employment with this Agreement or otherwise (collectively, the Company"Total Payments") would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall is or will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership Section 4999 of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Code, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms of the award Total Payments shall be reduced (based on but not below zero) so that the value maximum amount of the parachute payment attributable Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction to the Total Payments shall be made only if the total after-tax benefit to the Executive is greater after giving effect to such equity award under Code Section 280G) reduction than if no such reduction had been made. Unless the Executive shall have given prior written notice to the extent necessary Company to effectuate a reduction in the Total Payments if such a reduction is required, the Company shall reduce or eliminate such excessthe Total Payments by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any vesting of restricted stock, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this Section 10 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

Benefit Limit. The benefit limitations of this Paragraph 4.6 Part Five shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his employment with the CompanyCorporation) under Code Section 4999. Notwithstanding the foregoing, in determining whether the benefit limitation of this Paragraph 16 has been exceeded, a reasonable determination shall be made as to the value of the restrictive covenants to which Executive will be subject under Paragraph 8, and the amount of his potential parachute payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.616, then the Executive's ’s salary continuation payments under Paragraph 4.3 12(a) or 4.414(a), as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then any bonus amount to which Executive may become entitled under Paragraph 14(b) shall be reduced next, and finally the number of shares as to which any equity award the Options would otherwise vest on an accelerated basis in accordance with the terms of the award shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess.Paragraph

Benefit Limit. The benefit limitations of this Paragraph 4.6 5.5 shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Notwithstanding the foregoing, in determining whether the benefit limitation of this Paragraph 5.5 has been exceeded, a reasonable determination shall be made as to the value of the restrictive covenants to which the Executive will be subject under Paragraph 4.2, and the amount of his potential parachute payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.65.5, then the Executive's ’s salary continuation payments under Paragraph 4.3 5.3 or 4.45.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any the option or other equity award would otherwise vest on an accelerated basis in accordance with the terms of the award Paragraph 5.4 shall be reduced (based on the value of the parachute payment attributable to such option or equity award under Code Section 280G) ), to the extent necessary to eliminate such excess.

Benefit Limit. The benefit limitations of this Paragraph 4.6 Part Four shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his or her employment with the CompanyCorporation) under Code Section 4999. Notwithstanding the foregoing, in determining whether the benefit limitation of this Section 7 has been exceeded, a reasonable determination shall be made as to the value of the restrictive covenants to which the Executive will be subject under Section 9, and the amount of his or her potential parachute payment shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and the Treasury Regulations thereunder. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 7, then the Executive's ’s salary continuation payments under Paragraph 4.3 Section 2 or 4.4Section 5, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the amount of the Executive’s pro-rated bonus under Section 5(b) shall be reduced next, and finally the number of shares as to which any equity award the Executive’s outstanding Options would otherwise vest on an accelerated basis in accordance with the terms of the award Section 5(b) shall be reduced (based on the value of the parachute payment attributable to each such equity award accelerated Option under Code Section 280G) ), to the extent necessary to eliminate such excess, with such reduction to be effected in the same chronological order in which those Options were granted.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments or benefits to which the Executive Employee becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which the Executive Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his her employment with the Company) would otherwise constitute a ). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment under Code Section 280Gis affected, then and such payments and benefits calculation shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of completed within thirty (i30) the amount of those payments or benefits which would not constitute days after such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999effective date. Should the completed calculations require a reduction in benefits be required in order to satisfy the benefit limit of this Paragraph 4.6paragraph, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to Employee shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award Employee’s outstanding equity awards shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. The benefit limitations 8.3.1 In the event any payments or benefits under this Restated Agreement would otherwise constitute a parachute payment under Section 280G of this Paragraph 4.6 the Code, then those payments and benefits shall be applicable in subject to reduction to the event extent necessary to assure that the payments and benefits provided the Executive receives any under this Restated Agreement will be limited to the greater of (i) the amount of payments and benefits that are deemed to constitute which can be provided without triggering a parachute payments payment under Code Section 280G. In 280G or (ii) the event that maximum dollar amount of payments and benefits which can be provided under this Restated Agreement so as to provide the Executive with the greatest after-tax amount of such payments and benefits after taking into account any excise tax the Executive may incur under Code Section 4999 with respect to those payments and benefits and any other benefits or payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become be entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with employment. 8.3.2 The calculations required under Section 8.3.1 shall be made by an independent registered public accounting firm (the “Auditor”) jointly selected by the Executive and the Company) would , and the fees of such Auditor shall be paid by the Company. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then they shall each select one registered public accounting firm, and those two firms shall jointly select the registered public accounting firm to serve as the Auditor. Unless the Executive agrees otherwise constitute in writing, the Auditor shall be a nationally recognized United States registered public accounting firm that has not during the two years preceding the date of its selection, acted in any way on behalf of the Company. 8.3.3 If a reduction in payments or benefits constituting a parachute payment under Code is required pursuant to Section 280G8.3.1, then such payments and benefits reduction shall be subject to reduction to effected in the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6following order: first, then the Executive's ’s salary continuation payments under Paragraph 4.3 or 4.4, as applicable, this Restated Agreement shall accordingly be reduced (with such reduction to be effected applied pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction), then the number amount of shares as to the Executive’s deferred Annual Bonuses which any equity award would otherwise vest and become payable on an accelerated basis in accordance shall be reduced (with such reduction to be applied pro-rata to each such deferred amount), and finally the terms accelerated vesting of the award Executive’s stock options and other equity awards shall be reduced (based on the value amount of the parachute payment attributable to calculated for each such equity option or award in accordance with the Treasury Regulations under Code Section 280G) ), with such reduction to occur in the extent necessary to eliminate such excesssame chronological order in which those options and awards were granted.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable Notwithstanding anything else contained herein or in the event Program to the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In contrary, in the event that any payments or benefits to which the Executive Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided the Participant under this Agreement (or on any other payments or benefits to which the Executive Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999). Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 29, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Participant shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Participant’s options or other equity awards (based on the value amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company. * * * * This Non-U.S. Countries Additional Terms Appendix includes additional terms and conditions that govern the RSU granted to the Participant under the Program if the Participant resides in one of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Non-U.S. Countries Additional Terms Appendix have the meanings set forth in the Program and/or the Agreement.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. (i) In the event that any payments or benefits to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or other affiliated company) (the “Total Payments”) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 (“Excise Tax”) on the payments and benefits provided to the Executive under this Agreement (or on any other payments or benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or ). (ii) In the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999. Should event that a reduction in benefits be is required to satisfy the benefit limit of this Paragraph 4.6subparagraph (d), then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be reduced (with such reduction to shall be effected pro-rata to each payment) calculated only to the extent necessary that the after-tax value to comply with the Executive of such benefit limit. Should such benefit limit still reduced benefits would exceed the after-tax value to the Executive of the total benefits to be exceeded following received by the Executive without application of such reduction; provided, that such reduction shall occur in the following order: (1) cash payments subject to Section 409A of the Code; (2) cash payments not subject to Section 409A of the Code; and (3) non-cash forms of benefits; and provided, further, that to the extent any payment to be reduced pursuant to this sentence is to be made over time (e.g., in installments, etc.), then such payments shall be reduced in reverse chronological order. (iii) For purposes of determining whether and the number of shares as extent to which the Total Payments will be subject to reduction, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the good faith opinion of the Company does not constitute a “parachute payment” within the meaning of Section 2800(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code), and in calculating Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (C) the value of any equity award would otherwise vest on an accelerated basis noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined in good faith by the Company in accordance with the terms principles of Sections 280G(d)(3) and (4) of the award Code. For purposes of this Section 6(d)(iii), the Executive shall be reduced (based on deemed to pay federal income taxes at the value highest marginal rate of federal income taxation in the calendar year in which the applicable payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the parachute Executive’s residence in the calendar year in which the applicable payment attributable is to be made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such equity award under Code Section 280G) to the extent necessary to eliminate such excessstate and local taxes.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable Notwithstanding anything else contained herein or in the event Program to the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In contrary, in the event that any payments or benefits to which the Executive Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided the Participant under this Agreement (or on any other payments or benefits to which the Executive Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999). Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 27, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Participant shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to Shares which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Participant’s Awards (based on the value amount of the parachute payment attributable to each such equity award Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.

Benefit Limit. The benefit limitations of this Paragraph 4.6 Part Three shall be applicable in the event the Executive receives any benefits that under this Agreement which are deemed to constitute parachute payments under Code Section 280G. 280G. A. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments and benefits provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his employment with the CompanyCorporation) under Code Section 4999. . B. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 2, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, shall accordingly be proportionately reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an be purchasable under the vesting-accelerated basis in accordance with the terms portion (if any) of the award shall be reduced each Option and Stock Award (based on the value amount of the parachute payment attributable to such equity award Option or Stock Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess. C. All mathematical determinations and analyses under this Section 2 shall be made by the independent auditors retained by the Corporation most recently prior to the change in control (or another qualified independent accounting firm selected by the Corporation) (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Corporation and to the Executive. The Corporation shall pay the fees and costs of the Accountants which are incurred in connection with this Section 2.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable Notwithstanding anything else contained herein or in the event Program to the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In contrary, in the event that any payments or benefits to which the Executive Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided the Participant under this Agreement (or on any other payments or benefits to which the Executive Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999). Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 27, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Participant shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Participant’s options or other equity awards (based on the value amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable in the event the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments or benefits to which the Executive Employee becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which the Executive Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) would otherwise constitute a ). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment under Code Section 280Gis affected, then and such payments and benefits calculation shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of completed within thirty (i30) the amount of those payments or benefits which would not constitute days after such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999effective date. Should the completed calculations require a reduction in benefits be required in order to satisfy the benefit limit of this Paragraph 4.6paragraph, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to Employee shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award Employee’s outstanding equity awards shall be reduced (based on the value of the parachute payment attributable to such equity award under Code Section 280G) to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable Notwithstanding anything else contained herein or in the event Program to the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In contrary, in the event that any payments or benefits to which the Executive Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided the Participant under this Agreement (or on any other payments or benefits to which the Executive Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999). Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 29, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Participant shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to Shares which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Participant’s Awards (based on the value amount of the parachute payment attributable to each such equity award Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.

Benefit Limit. The benefit limitations of this Paragraph 4.6 shall be applicable Notwithstanding anything else contained herein or in the event Program to the Executive receives any benefits that are deemed to constitute parachute payments under Code Section 280G. In contrary, in the event that any payments or benefits to which the Executive Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided the Participant under this Agreement (or on any other payments or benefits to which the Executive Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company) would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) under Code Section 4999). Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Section 29, then the Executive's salary continuation payments under Paragraph 4.3 or 4.4, as applicable, portion of any parachute payment otherwise payable in cash to the Participant shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the number of shares as to Shares which any equity award would otherwise vest on an accelerated basis in accordance with the terms under each of the award shall be reduced Participant’s Awards (based on the value amount of the parachute payment attributable to each such equity award Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be made in the same chronological order in which those Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company. This Appendix includes additional terms and conditions that govern the PRSU granted to the Participant under the Program if the Participant resides in any of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Program and/or the Agreement.

Benefit Limit. The benefit limitations of this Paragraph 4.6 Part Five shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments to which the Executive becomes entitled in accordance with the provisions of this Agreement (or any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company) otherwise would otherwise constitute a parachute payment under Code Section 280G, then such payments and benefits shall will be subject to reduction to the extent necessary to assure that the Executive receives only the greater of (i) the amount of those payments or benefits which would not constitute such a parachute payment or (ii) the amount which yields the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the payments provided to the Executive under this Agreement (or on any other benefits to which the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his the Executive’s employment with the CompanyCorporation) under Code Section 4999. Should a reduction in benefits be required to satisfy the benefit limit of this Paragraph 4.6Part Five – 2, then the Executive's ’s salary continuation payments under Paragraph 4.3 Part Two – 2 or 4.4Part Three – 2, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit. Should such benefit limit still be exceeded following such reduction, then the amount of the Executive’s bonus payment under Part Three – 2(b) shall be reduced next, and finally the number of shares as to which any equity award the Executive’s outstanding Equity Awards (including Options) would otherwise vest on an accelerated basis in accordance with the terms of the award Part Three – 2(b) shall be reduced (based on the value of the parachute payment attributable to each such accelerated equity award under Code Section 280G) ), to the extent necessary to eliminate such excess, with such reduction to be effected in the same chronological order in which those awards were granted.