Common use of Benefit Reduction Clause in Contracts

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Equity Award Parachute Payment (or installments thereof) plus (ii) the Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement would, when added to the Present Value of all of your Other Parachute 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 Equity Awards, 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, and then the number of shares or share equivalents which would otherwise be purchasable under your Equity Awards shall be reduced (based on the amount of the Equity Award Parachute Payment attributable to each such Equity Award) to the extent necessary to eliminate such excess, with the actual Equity Awards to be so reduced to be determined by you. (b) In the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 of this Part Three on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Equity Awards could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, Value of (i) the Equity Award Parachute Payment 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 Parachute 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 Parachute 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 Equity AwardsAcquisition-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, and then next, the number dollar amount of shares or share equivalents the Prorated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be purchasable under 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 Equity Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Equity Cash Award Parachute 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 Equity AwardOption 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 Equity Awards Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In the event your employment is terminated by the Company Involuntary Termination occurs during the Pre-Closing Period for any reason other than a Termination for CausePeriod, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Closing PeriodControl, and any benefit reduction required by Paragraph 2 of this Part Three above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Equity Awards Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Equity Award Option Parachute Payment attributable to the Acquisition-Accelerated and Severance-Accelerated Options (or installments thereof) plus (ii) the Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement would, when added to the Present Value of all of your Other Parachute 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 Equity AwardsAcquisition-Accelerated Options, 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, and then the number of shares or share equivalents which would otherwise be purchasable under your Equity Awards Acquisition-Accelerated and Severance-Accelerated Options shall be reduced (based on the amount of the Equity Award Option Parachute Payment attributable to each such Equity AwardOption) to the extent necessary to eliminate such excess, with the actual Equity Awards Options to be so reduced to be determined by you. (b) In the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 of this Part Three on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards Options are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards Options will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Equity Awards Options could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Equity Award Parachute Payment 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 Parachute COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement wouldplus (iii) your Cash Award COC Payment (to the extent not otherwise included in the COC Payment attributable to your Change in Control Severance Payments)would, when added to the Present Value of all of your Other Parachute 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 Equity AwardsAcquisition-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, and then next, the number dollar amount of shares or share equivalents the Pro-Rated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be purchasable under 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 Equity Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Equity Cash Award Parachute 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 Equity AwardOption 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 Equity Awards Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In the event your employment is terminated by the Company Involuntary Termination occurs during the Pre-Closing Period for any reason other than a Termination for CausePeriod, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 of this Part Three above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Equity Awards Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, Value of (i) the Equity Award Parachute Payment Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated Options, RSUs and Stock Appreciation Rights (or installments thereof) plus (ii) the Parachute COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement would, when added to the Present Value of all of your Other Parachute 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 Equity AwardsAcquisition-Accelerated Options and RSUs, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Prorated Bonus to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Change in Control Payment 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, and then the number of shares or share equivalents as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be purchasable under your Equity Awards exercisable shall be reduced (based on the amount of the Equity Award Parachute Option COC Payment attributable to each such Equity AwardOption 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 Equity Awards Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In At the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause80% Threshold Time, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Closing PeriodMerger, and any benefit reduction required by Paragraph paragraph 2 of this Part Three above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three Appendix I as soon as administratively practicable following the expiration consummation of the Pre-Closing PeriodMerger. To the extent any Equity Awards Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment80% Threshold Time, those Equity Awards Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration consummation of the Pre-Closing PeriodMerger, even if those terminated Equity Awards Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value, measured as of the Change in Control, of (i) the Equity Award Parachute Payment attributable to your Acquisition-Accelerated and Severance-Accelerated Equity Awards (or installments thereof) plus (ii) the Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement would, when added to the Present Value of all of your Other Parachute Payments, exceed the Benefit LimitPermissible Parachute Amount, 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 Equity Awards, to the extent necessary to assure that such Benefit Limit Permissible Parachute Amount 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 Pro-Rated Bonus to which you would otherwise be entitled shall be reduced, and then the number of shares or share equivalents which would otherwise be purchasable or delivered under your Acquisition-Accelerated and Severance- Accelerated Equity Awards shall be reduced (based on the amount of the Equity Award Parachute Payment attributable to each such Equity Award) to the extent necessary to eliminate such excess, with the actual Equity Awards to be so reduced to be determined by you. (b) In the event your employment is terminated by the Company during the Pre-Closing Period for any reason other than a Termination for Cause, the Benefit Limit Permissible Parachute Amount shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control within the Pre-Pre- Closing Period, and any benefit reduction required by Paragraph 2 of this Part Three 2(a) above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Part Three Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Equity Awards are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Equity Awards will not be subsequently restored in connection with the re-calculation of the Benefit Limit Permissible Parachute Amount following the expiration of the Pre-Closing Period, even if those terminated Equity Awards could have otherwise fallen within the Benefit Limit Permissible Parachute Amount as so re-calculated.