Common use of Certain Reductions Clause in Contracts

Certain Reductions. The Plan Administrator, in its sole discretion, shall have the authority to reduce an Eligible Employee’s benefits, in whole or in part, by any other benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with a Change in Control or the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. The benefits provided in Section 4(a)(ii) under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. The Plan Administrator’s decision to apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Plan Administrator to apply the same reductions in the same amounts to the severance benefits of any other Eligible Employee, even if similarly situated. In the Plan Administrator’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

Certain Reductions. The Plan AdministratorCompany, in its sole discretion, shall have the authority to reduce an Eligible Employee’s severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee by the Company that become payable in connection with a Change in Control or the Eligible Employee’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act (the “WARN Act”), (ii) a written employment or severance Kosan Biosciences Incorporated 10. Level II agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Employee to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible Employee’s employment. The benefits provided in Section 4(a)(ii) under this Plan Agreement are intended to satisfy, in whole or in part, any and all statutory obligations and other contractual obligations of the Company that may arise out of an Eligible Employee’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the PlanAgreement. The Plan AdministratorCompany’s decision to apply such reductions to the severance benefits of one Eligible Employee and the amount of such reductions shall in no way obligate the Plan Administrator Company to apply the same reductions in the same amounts to the severance benefits of any other Eligible Employeeemployee, even if similarly situated. In the Plan AdministratorCompany’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized recharacterized as payments pursuant to the Company’s statutory obligationor other contractual obligations.

Certain Reductions. The Plan Administrator, in its sole discretion, shall have the authority to reduce an Eligible Employeea Participant’s severance benefits, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Eligible Employee Participant by the Company that become payable in connection with a Change in Control or the Eligible EmployeeParticipant’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or comparable state law (collectively, the “WARN Act”), (ii) a written employment or severance agreement with the Company, or (iii) any Company policy or practice providing for the Eligible Employee Participant to remain on the payroll for a limited period of time after being given notice of the termination of the Eligible EmployeeParticipant’s employment. The benefits provided in Section 4(a)(ii) under this Plan are intended to satisfy, in whole or in part, any and all statutory obligations and other contractual obligations of the Company, including benefits provided by offer letter or employment agreements, that may arise out of an Eligible Employeea Participant’s termination of employment, and the Plan Administrator shall so construe and implement the terms of the Plan. The Plan Administrator’s decision to apply such reductions to the severance benefits of one Eligible Employee Participant and the amount of such reductions shall in no way obligate the Plan Administrator to apply the same reductions in the same amounts to the severance benefits of any other Eligible EmployeeParticipant, even if similarly situated. In the Plan Administrator’s sole discretion, such reductions may be applied on a retroactive basis, with severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligationor other contractual obligations.