Common use of Tax Reductions Clause in Contracts

Tax Reductions. The amount of required reduction, if any, shall be the smallest amount so that Executive’s net proceeds with respect to the Payments (after taking into account payment of any Excise Tax) shall be maximized, as determined by Executive. Executive’s determination of any required reduction pursuant to this subsection (a) shall be conclusive and binding upon Asyst, which shall reduce Payments accordingly only upon written notice from Executive indicating the amount of such reduction, if any. If the Internal Revenue Service (the “IRS”) determines that a Payment is subject to Excise Tax, then the following paragraph shall apply.

Tax Reductions. The amount of required reduction, if any, shall be the smallest amount so that Executive’s net proceeds with respect to the Payments (after taking into account payment of any Excise Tax) shall be maximized, as determined by Executive. Executive’s determination of any required reduction pursuant to this subsection (a5(b) shall be conclusive and binding upon Asyst, which shall reduce Payments accordingly only upon written notice from Executive indicating the amount of such reduction, if any; provided, however, that, Asyst CofC Executive Agreement anything to the contrary in the foregoing notwithstanding, in order to comply with Section 409A, payments or benefits that constitute Deferred Compensation Benefits shall be reduced or eliminated last in time. If the Internal Revenue Service (the “IRS”) determines that a Payment is subject to Excise Tax, then the following paragraph shall apply.