Purpose of Reduction Clause Samples

Purpose of Reduction. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement (such payments or benefits under this Agreement are collectively referred to in this Section F as the “Payments”), and any payments and benefits provided to you or for your benefit under any other AKS plan or agreement, would be subject to the excise tax (the “Excise Tax”) imposed under section 4999 of the Code, the Payments shall not exceed the amount necessary to maximize the amount receivable by you after payment of all employment, income and excise taxes imposed on you with respect to the Payments (any such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless you shall have given prior written notice specifying a different order to AKS to effectuate the Limited Payment Amount, AKS shall reduce or eliminate the Payments, by first reducing or eliminating those Payments which are not payable in cash and then by reducing or eliminating cash Payments, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the Determination (as defined in (2) below).