Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of all Payments after payment of the Excise Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, Executive shall direct which Payments are to be modified or reduced.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of all Payments the Payment after payment of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “"Reduced Amount”"). In that event, Executive shall direct which Payments are to be modified or reduced.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of all Payments the Payment after payment of the Excise Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, Executive if applicable, shall direct which be made in such a manner as to maximize the economic present value of all Payments are actually made to be modified or reducedExecutive, determined by the Determination Firm (as defined in Section 11(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of all Payments after payment of all estimated taxes, including without limitation, the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, Executive if applicable, shall direct which be made in such a manner as to maximize the economic present value of all Payments are actually made to be modified or reducedExecutive, determined by the Determination Firm (as defined in Section 10(b) below) as of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code.

Mandatory Reduction of Payments in Certain Events. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any benefitPayment would, payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would if paid, be subject to the excise tax (the “any Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then, prior to the making of any Payment Payments to or for the benefit of Executive, a calculation shall be made comparing (i) the net after-tax benefit to Executive of all the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventThe reduction of the Payments due hereunder, Executive if applicable, shall direct which be made by first reducing cash Payments are and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of a Change in Control, as determined by the Determination Firm (as defined below). For purposes of this Section 10, present value shall be modified or reduceddetermined in accordance with Section 280G(d)(4) of the Code.

Mandatory Reduction of Payments in Certain Events. (ai) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any benefit, payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a such benefits, payments or distributions are hereinafter referred to as “PaymentPayments”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “CodeExcise Tax”), then, prior to the making of any Payment Payments to the Executive, a calculation shall be made comparing (i1) the net after-tax benefit to the Executive of all the Payments after payment by the Executive of the Excise Tax, to (ii2) the net after-tax benefit to the Executive if the Payment Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i1) above is less than the amount calculated under (ii2) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that eventFor purposes of this Section 10(m), Executive present value shall direct which Payments are to be modified or reduced.determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 10(m), the “

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company CCB to or for the benefit benefits of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 (the "Excise Tax") of the Internal Revenue Code of 1986, as amended (the “"Code”"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of all Payments the Payment after payment of the Excise Tax, to (ii) the net benefit to Executive if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). In that event, Executive shall direct which Payments are to be modified or reducedTax.