Common use of Coordination With Certain Tax Rules Clause in Contracts

Coordination With Certain Tax Rules. (a) If the Company undergoes a Change in Ownership or Control (as defined below), the Company shall not be obligated to provide to the Executive a portion of any Contingent Compensation Payments (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any Excess Parachute Payments (as defined below) for the Executive. For purposes of this Section 2, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” Notwithstanding any other provision of this Agreement, if the Eliminated Amount for the Executive equals or exceeds the sum of: (i) the Threshold Amount (as defined below), plus (ii) the Income Tax Payable on the Eliminated Amount (as defined below), plus (iii) the Excise Tax Payable on Excess Parachute Payments (as defined below), no portion of any Contingent Compensation Payments shall be eliminated for Executive.

Coordination With Certain Tax Rules. (a) If In the event that the Company undergoes a Change in Ownership or Control (as defined below), the Company shall not be obligated to provide to the Executive Participant a portion of any Contingent Compensation Payments (as defined below) that the Executive Participant would otherwise be entitled to receive to the extent necessary to eliminate any Excess Parachute Payments (as defined below) for the ExecutiveParticipant. For purposes of this Section 21.03, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” Notwithstanding any other provision of this AgreementPlan, if the Eliminated Amount for the Executive Participant equals or exceeds the sum of: of (i) the Threshold Amount (as defined below), plus (ii) the Income Tax Payable on the Eliminated Amount (as defined below), plus (iii) the ii)the Excise Tax Payable on Excess Parachute Payments (as defined below), no portion of any Contingent Compensation Payments shall be eliminated for Executivethe Participant.