Common use of Parachute Payment Limitation Clause in Contracts

Parachute Payment Limitation. If any payment or benefit to Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee under this Agreement such that no amount paid to Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee (including groups or classes or participants or beneficiaries of which Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee shall be limited to the Reduced Amount, then Employee shall have the right, in Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or Benefit Plank, that should be reduced or eliminated so as to avoid having the payment to Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to the Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G9(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code (the "Excise Tax") and federal income tax imposed by the Code, the Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between the Employee and the Company (the "Other AgreementsAgreement") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to the Employee (including groups or classes or of participants or of beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to the Employee shall be limited to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any other AgreementsOther Agreement, and/or Benefit Plankany benefits plan, that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to the Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G9(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code (the "Excise Tax") and federal income tax imposed by the Code, the Employee's net proceeds of the amounts payable and the benefits provided under this This Agreement would be less than the amount of the Employee's net proceeds resulting from form the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between the Employee and the Company (the "Other AgreementsAgreement") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to the Employee (including groups or classes or of participants or of beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to the Employee shall be limited to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any other AgreementsOther Agreement, and/or Benefit Plankany Benefits Plan, that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee under this Agreement such that no amount paid to Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee (including groups or classes or participants or beneficiaries of which Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee shall be limited to the Reduced Amount, then Employee shall have the right, in Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Other Agreements, and/or Benefit PlankPlan, that should be reduced or eliminated so as to avoid having the payment to Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If Notwithstanding the provisions of Section 8(a) above, if (i) any payment payments or benefit benefits received or to Employee under be received by Executive, whether pursuant to the terms of this Agreement would be considered or any other plan, arrangement or agreement with the Company or any person whose actions result in a Change in Control, constitute "parachute paymentpayments" (such payments or benefits being hereinafter referred to as the "Parachute Payments") within the meaning of Section 280(g)(b)(2280G(b)(2) of the Code Code, and if, after reduction for (ii) the aggregate present value of the Parachute Payments reduced by any applicable federal excise tax imposed by under Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the "Excise Tax") and federal income tax imposed by the Code, Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than 3 times Executive's "base amount" as defined in Section 280G(b)(3) of the Code, then, in lieu of that portion of the Parachute Payments to which Executive would otherwise be entitled under subsections (i), (ii), and (iii) of Section 8(a) above, the Company shall pay Executive an amount (if any) such that the aggregate present value of the Parachute Payments is equal to 2.99 times such base amount (the resulting amount that is payable under subsections (i), (ii), and (iii) of Section 8(a) is the "Capped Amount"). The Capped Amount shall be apportioned and substituted for the amounts that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) above but for this Section 8(c) on a prorata basis, and each such amount shall be paid at the time specified in the corresponding subsection of Section 8(a) above except as provided in Section 8(b) above. For this purpose, proration shall be accomplished by multiplying each amount that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) above but for this Section 8(c) by a fraction, the numerator of which is the Capped Amount and the denominator of which is the aggregate amount that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) but for this Section 8(c). For purposes of this Section 8(c), the base amount, the present value of the Parachute Payments, the amount of Employeethe Excise Tax and all other appropriate matters shall be determined by the Company's net proceeds resulting from independent auditors in accordance with the payment principles of Section 280G of the Reduced Amount described below, after reduction for federal income taxes, then Code and based upon the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received advice of tax counsel selected by Employee under this Agreement such that no amount paid to Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee (including groups or classes or participants or beneficiaries of which Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee shall be limited to the Reduced Amount, then Employee shall have the right, in Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or Benefit Plank, that should be reduced or eliminated so as to avoid having the payment to Employee under this Agreement be subject to the Excise Taxauditors.

Parachute Payment Limitation. If any payment or benefit to the Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, the Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between the Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to the Employee (including groups or classes or participants or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to the Employee shall be limited to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or Benefit Plank, that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to Employee ---------------------------- the Executive under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") and if, after reduction for any applicable federal excise tax imposed by Code Section 4999 of (the Code ("Excise Tax") and federal income tax imposed by the Code, Employeethe Executive's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Employeethe Executive's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee the Executive under this Agreement such that no amount paid to Employee the Executive under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between Employee the Executive and the Company (the "Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee the Executive (including groups or classes or of participants or beneficiaries of which Employee the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of if a benefit to or for Employee the Executive (a "Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee the Executive shall be limited to the Reduced Amount, then Employee the Executive shall have the right, in Employeethe Executive's sole discretion, to designate those payments or benefits under this Agreement, any other Other Agreements, and/or any Benefit PlankPlans, that should be reduced or eliminated so as to avoid having the payment to Employee the Executive under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If Notwithstanding any payment other provisions of ---------------------------- this Agreement, the Prior Agreement or benefit to Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee under this Agreement such that no amount paid to Employee under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between Employee and by the Company Executive with Skaneateles Bancorp, Skaneateles Bank, BSB Bancorp, the Bank, or any subsidiary or affiliate of any of them (the "Other Agreements") ), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by Skaneateles Bancorp, Skaneateles Bank, BSB Bancorp, the Company Bank or any such subsidiary or affiliate for the direct or indirect provision of compensation to Employee the Executive (including groups or classes or of participants or beneficiaries of which Employee the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee the Executive (a "Benefit Plan") ), the Executive shall not have any right to receive any payment or other benefit under this Agreement, the Prior Agreement, any Other Agreement, or any Benefit Plan if such payment or benefit, taking into account all other payments or benefits to or for the Executive under this Agreement, the Prior Agreement, all Other Agreements, and all Benefit Plans, would be subject cause any such payment to the Excise TaxExecutive to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code (a "Parachute Payment"). In the event that the amount payable receipt of any such payment or benefit under this Agreement, the Prior Agreement, any Other Agreement, or any Benefit Plan would cause the Executive to Employee shall be limited considered to the Reduced Amounthave received a Parachute Payment, then Employee the Executive shall have the right, in Employeethe Executive's sole discretion, to designate those payments or benefits under this Agreement, the Prior Agreement, any other Other Agreements, and/or any Benefit PlankPlans, that which should be reduced or eliminated so as to avoid having the payment to Employee the Executive under this Agreement be subject deemed to be a Parachute Payment. In the event that there is a dispute between the parties as to whether, or the extent to which, a reduction in such payments to the Excise TaxExecutive is required to prevent such payment from constituting a Parachute Payment, the parties agree that they shall be bound by the determination of such matter by a national accounting firm selected jointly by the Bank and the Executive (or, if they are unable to agree, chosen by lot from among an equal number of nominees designated by the Bank and the Executive); provided, however that the firm selected shall not be the accounting firm that is then serving as the auditor of the Employers unless the Executive consents in writing to such selection. In the event that the Executive would otherwise be deemed to have received an amount that would constitute a Parachute Payment, the amount paid to him that exceeds the maximum amount permissible under this Section 11 shall be treated as a loan to him and shall be repaid, with interest, to the extent necessary to reduce the amount paid to the maximum permissible amount. Any such loan shall be repaid in full six months after (a) the date on which the Bank notifies the Executive that a loan relationship exists, if there is no dispute as to whether, or the extent to which, a reduction is required, or (b) the date on which the Executive and the Bank receive the written opinion of a national accounting firm (selected in the manner described above), if there is such a dispute, and may be repaid by the Executive without prepayment penalty at any time during such six month period.

Parachute Payment Limitation. If any payment or benefit to Employee the ---------------------------- Executive under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code") and if, after reduction for any applicable federal excise tax imposed by Code Section 4999 of (the Code ("Excise Tax") and federal income tax imposed by the Code, Employeethe Executive's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of Employeethe Executive's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee the Executive under this Agreement such that no amount paid to Employee the Executive under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between Employee the Executive and the Company (the "Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee the Executive (including groups or classes or of participants or beneficiaries of which Employee the Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of if a benefit to or for Employee the Executive (a "Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee the Executive shall be limited to the Reduced Amount, then Employee the Executive shall have the right, in Employeethe Executive's sole discretion, to designate those payments or benefits under this Agreement, any other Other Agreements, and/or any Benefit PlankPlans, that should be reduced or eliminated so as to avoid having the payment to Employee the Executive under this Agreement be subject to the Excise Tax.. [The Following Paragraphs (b), (c) and (d) Apply to Tier 2 Only]

Parachute Payment Limitation. If any payment or benefit to Employee Executive under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G(b)(2) of the Code and and, if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code (the "Excise Tax") and federal income tax imposed by the Code, EmployeeExecutive's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of EmployeeExecutive's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by Employee Executive under this Agreement such that no amount paid to Employee Executive under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between Employee Executive and the Company (the "Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee Executive (including groups or classes or of participants or beneficiaries of which Employee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee Executive (a "Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee Executive shall be limited to the Reduced Amount, then Employee Executive shall have the right, in EmployeeExecutive's sole discretion, to designate those payments or benefits under this Agreement, any other Other Agreements, and/or any Benefit PlankPlans, that should be reduced or eliminated so as to avoid having the payment to Employee Executive under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to the Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G(b)(2) of the Code and if, ; after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, . the Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable pay able and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between the Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to ~e Employee (including groups or classes or of participants or beneficiaries of which the Employee is a member), ! whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for die Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to the Employee shall be limited to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or any Benefit PlankPlans, that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit to the Employee under this Agreement would be considered a "parachute payment" within the meaning of Section 280(g)(b)(2280G(b)(2) of the Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and federal income tax imposed by the Code, Code the Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable pay able and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between the Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to the Employee (including groups or classes or of participants or beneficiaries of which the Employee is a member), ) whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to the Employee shall be limited to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or any Benefit PlankPlans, that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the Excise Tax.

Parachute Payment Limitation. If any payment or benefit payable to the Employee under this Agreement would be considered a "parachute payment," as determined by the Board, within the meaning of Section 280(g)(b)(2280G(b)(2) of the a Code and if, after reduction for any applicable federal excise tax imposed by Section 4999 of the Code (the "Excise Tax") and federal income tax imposed by the Code, the Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than the amount of the Employee's net proceeds resulting from the payment of the Reduced Amount described below, after reduction for federal income taxes, then the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received by the Employee under this Agreement such that no amount paid to the Employee under this Agreement and any other agreement, contract contract, or understanding heretofore or hereafter entered into between the Employee and the Company (the "Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to the Employee (including groups or classes or participants or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, ; is in cash, or is in the form of a benefit to or for the Employee (a "Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable it is necessary to Employee shall be limited limit payments or benefits under this Agreement to the Reduced Amount, then the Employee shall have the right, in the Employee's sole discretion, to designate those payments or benefits under this Agreement, any and other Agreementsagreements, and/or any Benefit Plank, Plans that should be reduced or eliminated so as to avoid having the payment to the Employee under this Agreement be subject to the his Excise Tax.

Parachute Payment Limitation. If Notwithstanding the provisions of Section 8(a) above, if (i) any payment payments or benefit benefits received or to Employee under be received by Executive, whether pursuant to the terms of this Agreement would be considered or any other plan, arrangement or agreement with the Company or any person whose actions result in a Change in Control, constitute "parachute paymentpayments" (such payments or benefits being hereinafter referred to as the "Parachute Payments") within the meaning of Section 280(g)(b)(2280G(b)(2) of the Code Code, and if, after reduction for (ii) the aggregate present value of the Parachute Payments reduced by any applicable federal excise tax imposed by under Section 4999 of the Code (or any similar tax that may hereafter be imposed) (the "Excise Tax") and federal income tax imposed by the Code, Employee's net proceeds of the amounts payable and the benefits provided under this Agreement would be less than 3 times Executive's "base amount" as defined in Section 280G(b)(3) of the Code, then, in lieu of that portion of the Parachute Payments to which Executive would otherwise be entitled under subsections (i), (ii), and (iii) of Section 8(a) above, the Company shall pay Executive an amount (if any) such that the aggregate present value of the Parachute Payments is equal to 2.99 times such base amount (the resulting amount that is payable under subsections (i), (ii), and (iii) of Section 8(a) is the "Capped Amount"). The Capped Amount shall be apportioned and substituted for the amounts that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) above but for this Section 8(c) on a prorata basis, and each such amount shall be paid at the time specified in the corresponding subsection of Section 8(a) above except as provided in Section 8(b) above. For this purpose, proration shall be accomplished by multiplying each amount that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) above but for this Section 8(c) by a fraction, the numerator of which is the Capped Amount and the denominator of which is the aggregate amount that would otherwise have been payable under subsections (i), (ii), and (iii) of Section 8(a) but for this Section 8(c). For purposes of this Section 8(c), the base amount, the present value of the Parachute Payments, the amount of Employee's net proceeds resulting from the payment Excise Tax and all other appropriate matters shall be determined by the Company’s independent auditors in accordance with the principles of Section 280G of the Reduced Amount described below, after reduction for federal income taxes, then Code and based upon the amount payable and the benefits provided under this Agreement shall be limited to the Reduced Amount. The "Reduced Amount" shall be the largest amount that could be received advice of tax counsel selected by Employee under this Agreement such that no amount paid to Employee under this Agreement and any other agreement, contract or understanding heretofore or hereafter entered into between Employee and the Company ("Other Agreements") and any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect provision of compensation to Employee (including groups or classes or participants or beneficiaries of which Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Employee ("Benefit Plan") would be subject to the Excise Tax. In the event that the amount payable to Employee shall be limited to the Reduced Amount, then Employee shall have the right, in Employee's sole discretion, to designate those payments or benefits under this Agreement, any other Agreements, and/or Benefit Plank, that should be reduced or eliminated so as to avoid having the payment to Employee under this Agreement be subject to the Excise Taxauditors.