Common use of Determination of Payments Reduced Clause in Contracts

Determination of Payments Reduced. If a reduction in the payments --------------------------------- and benefits that would otherwise be paid or provided to Employee under the terms of this Agreement is necessary to comply with the provisions of Section 5(a) hereof, Employee shall be entitled to select which payments or benefits will be reduced (so long as the requirements of Section 5(a) hereof are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 5(c) hereof, Employee will notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Employee, the Company will determine which amounts to reduce. If, as a result of the reductions required by Section 5(a) hereof, the amounts previously paid to Employee exceed the amount to which Employee is entitled, Employee will promptly return the excess amount to the Company. In the event such excess amount (or any portion thereof) is determined (by a final determination by the IRS or a court decision or a binding agreement with the IRS) to be subject to the excise tax imposed by Section 4999 of the Code notwithstanding the return of such excess amount by Employee to the Company in accordance with the preceding sentence, the Company shall promptly return such excess amount (or portion thereof) to Employee. The Company shall have no obligation (as between Employee and the Company) to pay any excise tax imposed on Employee by Section 4999 of the Code with respect to any payments and benefits provided in this Agreement which constitute "parachute payments" within the meaning of Section 280G of the Code (other than to the extent the Company has withheld any such amounts).

Determination of Payments Reduced. If a reduction in the --------------------------------- payments --------------------------------- and benefits that would otherwise be paid or provided to Employee under the terms of this Agreement is necessary to comply with the provisions of Section 5(a) hereof, Employee shall be entitled to select which payments or benefits will be reduced (so long as the requirements of Section 5(a) hereof are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 5(c) hereof, Employee will notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by Employee, the Company will determine which amounts to reduce. If, as a result of the reductions required by Section 5(a) hereof, the amounts previously paid to Employee exceed the amount to which Employee is entitled, Employee will promptly return the excess amount to the Company. In the event such excess amount (or any portion thereof) is determined (by a final determination by the IRS or a court decision or a binding agreement with the IRS) to be subject to the excise tax imposed by Section 4999 of the Code notwithstanding the return of such excess amount by Employee to the Company in accordance with the preceding sentence, the Company shall promptly return such excess amount (or portion thereof) to Employee. The Company shall have no obligation (as between Employee and the Company) to pay any excise tax imposed on Employee by Section 4999 of the Code with respect to any payments and benefits provided in this Agreement which constitute "parachute payments" within the meaning of Section 280G of the Code (other than to the extent the Company has withheld any such amounts).

Determination of Payments Reduced. If a reduction in the --------------------------------- payments --------------------------------- and benefits that would otherwise be paid or provided to Employee under the terms of this Agreement is necessary to comply with the provisions of Section 5(a) hereof, Employee shall be entitled to select which payments or benefits will be reduced (so long as the requirements of Section 5(a) hereof are met). Within thirty (30) days after the amount of any required reduction in of payments and benefits is finally determined in accordance with the provisions of Section 5(c) hereof, Employee will notify the Company in writing regarding which payments or of benefits are to be reduced. If no notification is given by Employee, the Company will determine which amounts to reduce. If, as a result of the reductions required by Section 5(a) hereof, the amounts previously paid to Employee exceed the amount to which Employee is entitled, Employee will promptly return the excess amount to the Company. In the event such excess amount (or any portion thereoftherefor) is determined (by a final determination by the IRS or a court decision or a binding agreement with the IRS) to be subject to the excise tax imposed by Section 4999 of the Code notwithstanding the return of such excess amount by Employee to the Company in accordance with the preceding sentence, the Company shall promptly return such excess amount (or portion thereof) to Employee. The Company shall have no obligation (as between Employee and the Company) to pay any excise tax imposed on Employee by Section 4999 of the Code with respect to any payments and benefits provided in this Agreement which constitute "parachute payments" within the meaning of Section 280G of the Code (other than to the extent the Company has withheld any such amounts).