Common use of Possible Reduction of Payments Clause in Contracts

Possible Reduction of Payments. From and after the EGC Status End Date, if it is determined that any amount or benefit to be paid or payable to Executive under this Employment Agreement or otherwise in conjunction with Executive’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise in conjunction with Executive’s employment) would give rise to the Excise Tax, then the amount or benefits payable to Executive (the total value of such amounts or benefits, the “Payments”) shall be reduced by the Company to the extent necessary so that no portion of the Payments to Executive is subject to the Excise Tax; provided, however, that such reduction shall be made only if it results in Executive retaining a greater amount of Payments on an after-tax basis (taking into account the Excise Tax and applicable federal, state, and local income and payroll taxes). In the event Payments are required to be reduced pursuant to this Section 7, they shall be reduced in the following order of priority in a manner consistent with Section 409A: (a) first from cash compensation, (b) next from equity compensation, then (c) pro-rata among all remaining Payments and benefits. Notwithstanding anything herein to the contrary, in no event shall the Company be liable for any Excise Tax imposed on Executive.