Common use of Excise Tax Limitation Clause in Contracts

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this AgreementAgreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any payment benefits received or benefit to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986Code, as amended (the "Code"))and, to the Executive or but for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withSection 5, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to some portion of the Executive shall Payments may be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount")Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company Corporation to effectuate any reduction contemplated by the Limited Payment Amountpreceding sentence, the Company Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's ’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "“Code"”)), to the Executive or for the Executive's ’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's ’s employment with the Company or a Change in Control (a "“Payment" ” or "“Payments"”) would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "“Limited Payment Amount"”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's ’s rights and entitlements to any benefits or compensation.,

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(228OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "“Code"”)), to the Executive or for the Executive's ’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's ’s employment with the Company or a Change in Control (a "“Payment" ” or "“Payments"”) would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "“Limited Payment Amount"”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's ’s rights and entitlements to any benefits or compensation.,

Excise Tax Limitation. (a) Notwithstanding anything contained in this AgreementAgreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any payment benefits received or benefit to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G(b)(2) 2800 of the Internal Revenue Code of 1986Code, as amended (the "Code"))and, to the Executive or but for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withSection 5, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to some portion of the Executive shall Payments may be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount")Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company Corporation to effectuate any reduction contemplated by the Limited Payment Amountpreceding sentence, the Company Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's ’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(228OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.,

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or of benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive Executive. pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits benefts or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this AgreementAmended Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), ) to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Amended Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or on a Change in Control change of control within the meaning of Section 280G of the Code (a "Payment" or "Payments") ), would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payments shall be reduced (but not below zero) if and but only to the extent necessary so that no Payment to be made or benefit to be provided to the Executive portion thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code (such reduced Payments being hereinafter referred to as the "Limited Payment AmountSection 4999 Limit"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amountlimitations described in the preceding sentence, the Company shall reduce or eliminate the Payments by first reducing or eliminating those Payments that are not payable in cash payments and then by reducing those payments or benefits which are not payable in casheliminating cash Payments, in each case in reverse order beginning with payments or benefits which Payments that are to be paid the farthest in time from the Determination (as hereinafter defineddefined in Section 6.3(b)). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this AgreementAgreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any payment benefits received or benefit to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G(b)(2) 2800 of the Internal Revenue Code of 1986Code, as amended (the "Code"))and, to the Executive or but for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withSection 5, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to some portion of the Executive shall Payments may be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount")Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company Corporation to effectuate any reduction contemplated by the Limited Payment Amountpreceding sentence, the Company Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are arc to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's ’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement, in the event that any payment or benefit (within the meaning of Section 280G(b)(228OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") " would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive's rights and entitlements to any benefits or compensation.