1986 Uses in Code Section 280G Clause

Code Section 280G from And Noncompetition Agreement

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Ryan M. Patch (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from Transaction Bonus Agreement

This Transaction Bonus Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Amin J. Khoury (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from And Noncompetition Agreement

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Ryan M. Patch (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from And Noncompetition Agreement

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Joseph T. Lower (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from Transaction Bonus Agreement

This Transaction Bonus Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Werner Lieberherr (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from And Noncompetition Agreement

This Transaction Bonus and Noncompetition Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Joseph T. Lower (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from Transaction Bonus Agreement

This Transaction Bonus Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Amin J. Khoury (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.

Code Section 280G from Transaction Bonus Agreement

This Transaction Bonus Agreement (this Agreement), dated as of the 23rd day of October, 2016, is by and between B/E Aerospace, Inc., a Delaware corporation (the Company), and Werner Lieberherr (the Executive).

Code Section 280G. Notwithstanding any other provision of this Agreement or any other agreement between the Company and the Executive to the contrary, in the event that any payment that is either received by the Executive or paid by the Company on the Executives behalf or any property, or any other benefit provided to the Executive under this Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (or in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company or such person (but only if such payment or other benefit is in connection with the Executives employment by the Company) (collectively the Company Payments), will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the Code) (and any similar tax that may hereafter be imposed by any taxing authority), then the Executive will be entitled to receive either (i) the full amount of the Company Payments, or (ii) a portion of the Company Payments having a value equal to $1 less than three (3) times the Executives base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by the Executive on an after-tax basis, of the greatest portion of the Company Payments. Any determination required under this Section 1(e) shall be made in writing by Golden Parachute Tax Solutions, LLC, or such other independent public accountant as may be selected by the Executive in the Executives sole discretion, whose determination shall, subject to review and comment by the Company, be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 1(e), such accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Company Payments pursuant to this Section 1(e), such reduction shall occur in the following order (with Company Payments in each category being first reduced by the portion of such Company Payments that is not deferred compensation subject to Section 409A of the Code and then by the portion of such Company Payments that is deferred compensation subject to Section 409A of the Code (and, in each case, beginning with the Company Payments in each category scheduled to be made latest in time (and pro rata with respect to Company Payments in each category scheduled to be made at the same time))): (A) the Executives Transaction Bonus, (B) any cash severance payable to the Executive, (C) any other cash amount payable to the Executive, (D) any employee benefit valued as a parachute payment, and (E) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Company Payments are made to the Executive after the application of the cutback in this Section 1(e), which additional Company Payments result in the cutback no longer being applicable, the Company shall pay the Executive an additional amount equal to the value of the Company Payments that were originally cutback. To the extent that any such restoration is necessary based on additional Company Payments (if any) made during such calendar year, the Company shall pay such restoration within seventy-five (75) days following the last day of such calendar year. In no event whatsoever shall the Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Company Payments by reason of the application of Section 280G of the Code or Section 4999 of the Code.