Common use of 280G Clause in Contracts

280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), or a loss of deductibility under Section 280G of the Code, then such Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). (b) The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by the Company or by an accounting firm selected and paid for by the Company. The Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section 11.

280G. (a) 6.7.1 Notwithstanding any other provision of this Agreement or any other plan, arrangement, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (such payments, the “Parachute PaymentsCode”) and would, but for this Section 11, will be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes excise tax (collectively, the “Excise Tax”), then the Company shall pay to the Executive, no later than the time the Excise Tax is required to be paid by the Executive or a loss of deductibility under Section 280G withheld by the Company, an additional amount (the “Gross-up Payment”) equal to the sum of the CodeExcise Tax payable by the Executive, then such Covered Payments shall be payable either (i) in full or (ii) reduced to plus the minimum extent amount necessary to ensure that no portion of put the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results Executive in the Executive’s receipt on an same after-tax basis of the greatest amount of benefits after position (taking into account the any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise TaxTax and any income and employment taxes imposed on the Gross-up Payment). (b) The Covered Payments shall be reduced that he would have been in a manner that maximizes if the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Executive had not incurred any tax liability under Section 409A 4999 of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero. (c) 6.7.2 Any determination required under this Section 11 6.7 shall be made in writing in good faith by the accounting firm which was the Company’s independent auditor immediately before the Change in Control (the “Accountants”), which shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or by an accounting firm selected the Executive. Company and paid for by the Company. The Executive shall provide the Company Accountants with such information and documents as the Company Accountants may reasonably request in order to make a determination under this Section 116.7. For purposes of making the calculations and determinations required by this Section 6.7, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Company and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required by this Section 6.7. 6.7.3 In light of the uncertainty in applying Section 4999 of the Code, if it is subsequently determined that the Gross-up Payment is not sufficient to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and such taxes imposed on the Gross-up Payment)) that he would have been in if the Executive had not incurred the Excise Tax, then the Company shall promptly pay to or for the benefit of the Executive such additional amounts necessary to put the Executive in the same after-tax position that he would have been in if the Excise Tax had not been imposed. In the event that a written ruling of the Internal Revenue Service (IRS) is obtained by or on behalf of the Company or the Executive, which provides that the Executive is not required to pay, or is entitled to a refund with respect to, all or a portion of the Excise Tax, then the Executive shall reimburse the Company in an amount equal to the Gross-up Payment, less any amounts which remain payable by or are not refunded to the Executive, within thirty (30) days of the date of the IRS determination or the date the Executive receives the refund, as applicable. Executive and Company shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for the Excise Tax.

280G. (a) Notwithstanding In the event any other provision payment, benefit or distribution of this Agreement any type to or any other plan, arrangement, or agreement to for the contrary, if any benefit of the payments Executive, whether paid or benefits payable, provided or to be provided by the Company provided, or its affiliates to the Executive distributed or for the Executive’s benefit distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed Executive under Section 4999 of the Code (this Agreement or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the otherwise constitutes a “Excise Tax”), or a loss of deductibility parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such Covered Payments the amount payable to the Executive shall be payable either (ia) paid in full full, or (iib) reduced to paid after reduction by the minimum extent necessary to ensure that smallest amount as would result in no portion of the Covered Payments is thereof being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after amounts, taking into account the applicable federal, statestate and local income taxes and the excise tax under Section 4999 of the Code, local results in the receipt by the Executive, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and foreign incomethe Executive otherwise agree in writing, employment and excise taxes (all determinations required to be made under this paragraph 8(a), including the Excise Tax). (b) The Covered Payments shall manner and amount of any reduction in the Participant’s payments hereunder, and the assumptions to be reduced utilized in a manner that maximizes the Executive’s economic position. In applying this principlearriving at such determinations, the reduction shall be made in a manner consistent with writing in good faith by the requirements accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code, ) to the extent applicablesuch reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at approximations concerning the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by application of Sections 280G and 4999 of the Company or by an accounting firm selected and paid for by the CompanyCode. The Company and the Executive shall provide furnish to the Company with Accounting Firm such information and documents as the Company Accounting Firm may reasonably request in order to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Executive and the Company shall cooperate in case of a potential Change in Control Event to consider alternatives to mitigate any Section 11280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), or a loss of deductibility under Section 280G of the Code, then such Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). (b) The Covered Payments shall be reduced in a manner that maximizes the Executive’s 's economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by the Company or by an accounting firm selected and paid for by the Company. The Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section 11.

280G. (a) Notwithstanding In the event any other provision payment, benefit or distribution of this Agreement any type to or any other plan, arrangement, or agreement to for the contrary, if any benefit of the payments Executive, whether paid or benefits payable, provided or to be provided by the Company provided, or its affiliates to the Executive distributed or for the Executive’s benefit distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed Executive under Section 4999 of the Code (this Agreement or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the otherwise constitutes a “Excise Tax”), or a loss of deductibility parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such Covered Payments the amount payable to the Executive shall be payable either (ia) paid in full full, or (iib) reduced to paid after reduction by the minimum extent necessary to ensure that smallest amount as would result in no portion of the Covered Payments is thereof being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after amounts, taking into account the applicable federal, statestate and local income taxes and the excise tax under Section 4999 of the Code, local results in the receipt by the Executive, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and foreign incomethe Executive otherwise agree in writing, employment and excise taxes (all determinations required to be made under this paragraph 8(a), including the Excise Tax). (b) The Covered Payments shall manner and amount of any reduction in the Participant's payments hereunder, and the assumptions to be reduced utilized in a manner that maximizes the Executive’s economic position. In applying this principlearriving at such determinations, the reduction shall be made in a manner consistent with writing in good faith by the requirements accounting firm serving as the Company's independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code, ) to the extent applicablesuch reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code.. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at approximations concerning the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by application of Sections 280G and 4999 of the Company or by an accounting firm selected and paid for by the CompanyCode. The Company and the Executive shall provide furnish to the Company with Accounting Firm such information and documents as the Company Accounting Firm may reasonably request in order to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Exexcutive and the Company shall cooperate in case of a potential Change in Control Event to consider alternatives to mitigate any Section 11280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

280G. (a) Notwithstanding In the event any other provision payment, benefit or distribution of this Agreement any type to or any other plan, arrangement, or agreement to for the contrary, if any benefit of the payments Executive, whether paid or benefits payable, provided or to be provided by the Company provided, or its affiliates to the Executive distributed or for the Executive’s benefit distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed Executive under Section 4999 of the Code (this Agreement or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the otherwise constitutes a “Excise Tax”), or a loss of deductibility parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such Covered Payments the amount payable to the Executive shall be payable either (i) paid in full full, or (ii) reduced to paid after reduction by the minimum extent necessary to ensure that smallest amount as would result in no portion of the Covered Payments is thereof being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after amounts, taking into account the applicable federal, statestate and local income taxes and the excise tax under Section 4999 of the Code, local results in the receipt by the Executive, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and foreign incomethe Executive otherwise agree in writing, employment and excise taxes (all determinations required to be made under this paragraph 8(a), including the Excise Tax). (b) The Covered Payments shall manner and amount of any reduction in the Participant’s payments hereunder, and the assumptions to be reduced utilized in a manner that maximizes the Executive’s economic position. In applying this principlearriving at such determinations, the reduction shall be made in a manner consistent with writing in good faith by the requirements accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code, ) to the extent applicablesuch reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at approximations concerning the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by application of Sections 280G and 4999 of the Company or by an accounting firm selected and paid for by the CompanyCode. The Company and the Executive shall provide furnish to the Company with Accounting Firm such information and documents as the Company Accounting Firm may reasonably request in order to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Executive and the Company shall cooperate in case of a potential Change in Control to consider alternatives to mitigate any Section 11280G exposure, although the Company cannot guaranty any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.

280G. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, 11 be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), or a loss of deductibility under Section 280G of then the Code, then such Covered Payments shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). (b) The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by the Company or by an accounting firm selected and paid for by the Company. The Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section 11.

280G. (a) Notwithstanding In the event any other provision payment, benefit or distribution of this Agreement any type to or any other plan, arrangement, or agreement to for the contrary, if any benefit of the payments Executive, whether paid or benefits payable, provided or to be provided by the Company provided, or its affiliates to the Executive distributed or for the Executive’s benefit distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) and would, but for this Section 11, be subject to the excise tax imposed Executive under Section 4999 of the Code (this Agreement or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the otherwise constitutes a “Excise Tax”), or a loss of deductibility parachute payment” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such Covered Payments the amount payable to the Executive shall be payable either (i) paid in full full, or (ii) reduced to paid after reduction by the minimum extent necessary to ensure that smallest amount as would result in no portion of the Covered Payments is thereof being subject to the Excise Taxexcise tax under Section 4999 of the Code, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after amounts, taking into account the applicable federal, statestate and local income taxes and the excise tax under Section 4999 of the Code, local results in the receipt by the Executive, on an after-tax basis, of the greater net value, notwithstanding that all or some portion of such payment amount may be taxable under Section 4999 of the Code. Unless the Company and foreign incomethe Executive otherwise agree in writing, employment and excise taxes (all determinations required to be made under this paragraph 8(a), including the Excise Tax). (b) The Covered Payments shall be reduced manner and amount of any reduction in a manner that maximizes the Executive’s economic position. In applying this principlepayments hereunder, and the reduction assumptions to be utilized in arriving at such determinations, shall be made in a manner consistent with writing in good faith by the requirements accounting firm serving as the Company’s independent public accounting firm immediately prior to the event giving rise to such payment (the “Accounting Firm”); provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code, ) to the extent applicablesuch reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A of the Code. For purposes of making the calculations required by this paragraph 8(a), the Accounting Firm may make reasonable assumptions and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at approximations concerning the later time shall be reduced first but not below zero. (c) Any determination required under this Section 11 shall be made in writing by application of Sections 280G and 4999 of the Company or by an accounting firm selected and paid for by the CompanyCode. The Company and the Executive shall provide furnish to the Company with Accounting Firm such information and documents as the Company Accounting Firm may reasonably request in order to make a determination under this paragraph 8(a). The Accounting Firm shall provide its written report to the Committee and the Executive which shall include information regarding methodology. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph 8(a). The Executive and the Company shall cooperate in case of a potential Change in Control to consider alternatives to mitigate any Section 11280G exposure, although the Company cannot guarantee any such alternatives will be available or approved by the Company and neither the Executive nor the Company shall be obligated to enter into them.