Benefit Reduction. If the Change in Control does not constitute a Hostile Take-Over, first the dollar amount of your severance payment under Paragraph 1 will be reduced to the extent necessary to assure that the present value of those benefits will not, when added to the present value of your Equity Parachute Payment and your Other Parachute Payments, exceed 2.99
Benefit Reduction. In the event of a Change in Control, the following limitations shall become applicable:
Benefit Reduction. Should any of your severance benefits under ----------------- this letter agreement (when aggregated with other such benefits) be deemed to be parachute payments under Code Section 280G, then the dollar amount of your severance payment under Paragraphs 1 and 2 will be reduced to the extent (and only to the extent) necessary to provide you with the maximum after-tax benefit available, after taking into account any parachute excise tax which might otherwise be payable by you under Code Section 4999 and any analogous State income tax provision.
Benefit Reduction. In the event any payments are required to be made pursuant to Section 3 hereof, the first dollar amount of such payments shall be reduced to the extent necessary to assure that the payments that are received pursuant to the terms and conditions of this Agreement which are "parachute payments" under Internal Revenue Code Section 280G (or any successor section) and the Department of Treasury regulations issued thereunder do not exceed the maximum amount which may be paid hereunder without such amounts being treated as subject to a loss of a federal income tax deduction under such section.
Benefit Reduction. The annual benefit under this Section 2.1 shall be reduced by the sum of the following amounts:
Benefit Reduction. Should any of your severance benefits under this letter agreement be deemed to be parachute payments under Code Section 280G, then the following limitations will become applicable: (i) first, the dollar amount of your severance payment under Paragraph 1, and (ii) then, the accelerated vesting of your Options and Restricted Stock Issuances under Paragraph 3 will be reduced to the extent (and only to the extent) necessary to provide you with the maximum after-tax benefit available, after taking into account any parachute excise tax which might otherwise be payable by you under Code Section 4999 and any analogous State income tax provision.
Benefit Reduction. (a) To the extent the aggregate Present Value of (i) the Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights (or installments thereof) plus (ii) the COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUs, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, your Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation Right) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights to be so reduced to be determined by you.
Benefit Reduction. If you are getting CalFresh benefits now, you may repay by having your household's benefits reduced for all or part of the amount owed. Repayment by this method will be 10% of your monthly benefit or $10 each month, whichever is more.
Benefit Reduction. If it is determined (in the reasonable opinion of independent public accountants then regularly retained by the Company), that any amount payable to Employee under this Agreement or any other plan, program or agreement under which Employee participates or is a party would constitute an “Excess Parachute Payment” within the meaning of Section 280G of the Code (or any similar provision), subject to the excise tax imposed by Section 4999 of the Code, as amended from time to time (the “Excise Tax”), then the amount of benefits payable to the Employee under any provision of this Agreement will be reduced to the extent necessary so that no portion of the amounts payable to the Employee is subject to the Excise Tax. Employee will be responsible for any and all Excise Taxes (or similar taxes imposed upon such payments). The determination of the amount of reduction, if any, in the amounts payable to the Employee will be made in good faith by the Company’s independent public accountants, and a written statement setting forth the calculation thereof will be provided to the Employee.
Benefit Reduction. The purpose of this insurance is to extend to you a reasonable level of income when you are disabled, but it is not designed to give you income which would exceed or even equal your normal take-home pay when you are working. For this reason, the benefits that you receive from the plan will be reduced by any income from the following sources. Direct Offsets
