Common use of Deferral of Benefits Clause in Contracts

Deferral of Benefits. If the Company, based on written advice of reputable counsel, a copy of which shall be provided to Executive, determines that in the aggregate any benefit or payment under this Agreement and under any other arrangement or agreement between the Company and Executive would not be deductible for federal income taxes by the Company solely as a result of the application of section 162(m) of the Code, the payment of any amounts otherwise payable under this Agreement in the then current year shall be reduced, but not below zero, by the amount of any such non-deductible amounts. The Company shall pay the entire non-deductible amount to Executive at the earliest possible time or times that such amounts (or portions thereof) may be paid to Executive without such amounts being non-deductible under Code section 162(m), along with interest accrued on such amounts since the date they would have been payable but for this Section 3.3 calculated at the applicable federal short-term rate. If any other agreement between the Company and Executive provides for the deferral of payments from the Company to Executive solely as a result of the application of Code section 162(m), the deferral provisions in this Agreement shall prevail and all deferrals shall be made from amounts payable under Section 3.1 of this Agreement before any amounts may be deferred under any other arrangements solely as a result of the application of Code section 162(m).

Deferral of Benefits. If the Company, based on written advice of reputable counsel, a copy of which shall be provided to Executive, determines that in the aggregate any benefit or payment under this Agreement and under any other arrangement or agreement between the Company and Executive would not be deductible for federal income taxes by the Company solely as a result of the application of section 162(m) of the Code, the payment of any amounts otherwise payable under this Agreement in the then current year shall be reduced, but not below zero, by the amount of any such non-deductible amounts. The Company shall pay the entire non-non- deductible amount to Executive at the earliest possible time or times that such amounts (or portions thereof) may be paid to Executive without such amounts being non-deductible under Code section 162(m), along with interest accrued on such amounts since the date they would have been payable but for this Section 3.3 calculated at the applicable federal short-term rate. If any other agreement between the Company and Executive provides for the deferral of payments from the Company to Executive solely as a result of the application of Code section 162(m), the deferral provisions in this Agreement shall prevail and all deferrals shall be made from amounts payable under Section 3.1 of this Agreement before any amounts may be deferred under any other arrangements solely as a result of the application of Code section 162(m).

Deferral of Benefits. If the Company, based on written advice of reputable counsel, a copy of which shall be provided to Executive, determines that in the aggregate any benefit or payment under this Agreement and under any other arrangement or agreement between the Company and Executive would not be deductible for federal income taxes by the Company solely as a result of the application of section 162(m) of the Code, the payment of any amounts otherwise payable under this Agreement in the then current year shall be reduced, but not below zero, by the amount of any such non-deductible amounts. The Company shall pay the entire non-deductible amount to Executive at the earliest possible time or times that such amounts (or portions thereof) may be paid to Executive without such amounts being non-non- deductible under Code section 162(m), along with interest accrued on such amounts since the date they would have been payable but for this Section 3.3 calculated at the applicable federal short-term rate. If any other agreement between the Company and Executive provides for the deferral of payments from the Company to Executive solely as a result of the application of Code section 162(m), the deferral provisions in this Agreement shall prevail and all deferrals shall be made from amounts payable under Section 3.1 of this Agreement before any amounts may be deferred under any other arrangements solely as a result of the application of Code section 162(m).