Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 4(a)(i) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 7 will be either:

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will this Agreement shall be payable either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 57, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 4 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the United States Internal Revenue Code (the “Code”), and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Code Section 280G of the Code, and (ii) but for this Section 56, would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then Executive’s severance benefits under Section 3 4 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will 4(a)(i) shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 522, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59.0, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 the foregoing clause (i) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and or change in control-related or other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s such payments or benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 56, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 4 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this COC Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 and Section 4(a) respectively will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 522, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance and other benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 511, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 8 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and/or other payments and benefits otherwise payable provided to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the election of Executive, Executive’s severance benefits under Section 3 3, and/or the other payments and benefits otherwise provided to Executive, will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then Executive’s 's benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 and Section 4(a) respectively will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 8 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 6 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 will 4(a) shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 3(a) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 this Agreement will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will this Agreement shall be payable either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to that Executive would receive from the Company or any other party whether in connection with the provisions of this Agreement or otherwise (the “Payments”) would (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 the Payments will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 3(a) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (“Code, ”) and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 6 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 2 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 will shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in under Section 3(c) of this Agreement or otherwise payable to Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (iib) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s benefits under Section 3 3(c) will be either:reduced (not below zero) to the amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code. Any taxes due under Section 4999 of the Code will be the sole responsibility of the Executive.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 4(a)(i) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 514, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s the Employee's severance benefits under Section 3 will 4(a)(i) shall be either:

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 56, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 4 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 523, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance and other benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (the “Payments”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 Payments will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 7 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 3(a) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) but for this Section 55(c), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 Subsection 5(c) will be payable either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s 's severance and benefits under Section 3 will shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits under Section 3 6 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 57, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s 's severance and benefits under Section 3 will shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 512, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 56, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 57, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 this Agreement and benefits payable outside of this Agreement will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or together with any other benefits otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 3(a)(i) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 6 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 8 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s the severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s the severance benefits under Section 3 and under any other applicable agreements will be either:

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (iix) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iiiiy) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will this Agreement shall be payable either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 58, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s payments and benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 5Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will this Agreement shall be payable either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the United States Internal Revenue Code (the “Code”), and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s 's benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will 4(a)(i) shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the election of Executive, Executive’s severance benefits under Section 3 2 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the election of Executive, Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then Executive’s 's benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 518, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 this Agreement will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 512, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 8 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 3(a) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Code Section 280G of the Code, and (ii) but for this Section 5, would be subject to the excise tax imposed by Code Section 4999 of the Code4999, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, ") and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s 's severance benefits under Section 3 will 4(a)(i) shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Code, Code and (ii) but for this Section 59, would be subject to the excise tax imposed by Section 4999 of the Code, then the Executive’s 's severance benefits under Section 3 will Sections 7 or 8 shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 56, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 4 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 511, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G 2800 of the Code, Code and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s 's severance benefits under Section 3 will be either:

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”) and (ii) but for this Section 510, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 57, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 4(b) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 53, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 2(a) will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this Section 56, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s the severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Amended and Restated Employment Agreement or otherwise payable to Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iib) but for this Section 56.2, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will or other benefits shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 54, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G (as it may be amended or replaced) of the Code, Code and (ii) but for this Section 5section 4.5, would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the CodeCode (the "Excise Tax"), then the Executive’s 's severance benefits under Section 3 will hereunder section 3. shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (iib) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 512, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 8 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive’s 's benefits under Section 3 will this Agreement shall be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 512, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Executive’s benefits under Section 3 this Agreement will be either:either delivered

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code, ”); and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (collectively, "Benefits") (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 56(a)(i), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s benefits under Section 3 Benefits will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and/or other payments and benefits otherwise payable provided to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 3, and/or the other payments and benefits otherwise provided to Executive, will be either:

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code, Code and (ii) but for this Section 58.0, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance benefits under Section 3 the foregoing clause (i) will be either: