Common use of Additional Limitation Clause in Contracts

Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state and local income and employment taxes payable by Employee on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement. (B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. Such reductions shall first be made to compensation that is not “deferred compensation” and is not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” subject to Code Section 409A.

Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: (A) A. If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state state, and local income and employment taxes payable by the Employee on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, the Employee shall be entitled to the full benefits payable under this Agreement. (B) B. If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federalfederal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. Such reductions . (ii) For the purposes of this Section 6(b), “Threshold Amount” shall first be made mean three times the Employee’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, and any interest or penalties incurred by the Employee with respect to compensation that is not “deferred compensation” and is not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” subject to Code Section 409A.excise tax.

Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)Excise Tax, the following provisions shall apply: (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state state, and local income and employment taxes payable by Employee on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement. (B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement Payments shall be reduced (but not below zero) to the minimum extent necessary so that the maximum Severance sum of all Payments shall not exceed the Threshold Amount. Such reductions shall first be made to compensation that is not “deferred compensation” and is not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” subject to Code Section 409A.Threshold

Additional Limitation. (ia) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of EmployeeExecutive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: : (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state and local income and employment taxes payable by Employee on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee shall be entitled to the full benefits payable under this Agreement. (Bi) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1A) the Excise Tax and (2B) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which that are in excess of the Threshold Amount, then the benefits payable under this Agreement Severance Payments shall be reduced (but not below zero) to the extent necessary so that the maximum sum of all Severance Payments shall not exceed the Threshold Amount. Such reductions In such event, the Severance Payments shall first be made to compensation that is not “deferred compensation” and is reduced in the following order: (A) cash payments not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” of the Code; (B) cash payments subject to Code Section 409A.409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Company to or for the benefit of Employeethe Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state state, and local income and employment taxes payable by Employee the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee the Executive shall be entitled to the full benefits payable under this Agreement. (B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum Severance Payments shall not exceed the Threshold Amount. Such reductions shall first be made to compensation that is not “deferred compensation” and is not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” subject to Code Section 409A.the

Additional Limitation. (i) Anything in this Agreement to the contrary notwithstanding, ,in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Employeethe Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and applicable regulations thereunder (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: (A) If the Severance Payments, reduced by the sum of (1) the Excise Tax and (2) the total of the Federalfederal, state state, and local income and employment taxes payable by Employee the Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee the Executive shall be entitled to the full benefits payable under this Agreementamount of Severance Payments. (B) If the Threshold Amount is less than (x) the Severance Payments, but greater than (y) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federalfederal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement Severance Payments shall be reduced (but not below zero) to the extent necessary so that the maximum sum of all Severance Payments shall not exceed the Threshold Amount. Such reductions In such event, the Severance Payments shall first be made to compensation that is not “deferred compensation” and is reduced in the following order: (i) cash payments not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” of the Code; (ii) cash payments subject to Code Section 409A.409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in installments, etc.), then the payments shall be reduced in reverse chronological order.

Additional Limitation. (ia) Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by the Company to or for the benefit of EmployeeExecutive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Severance Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the following provisions shall apply: (Ai) If the Severance Payments, reduced by the sum of (1A) the Excise Tax and (2B) the total of the Federal, state state, and local income and employment taxes payable by Employee Executive on the amount of the Severance Payments which are in excess of the Threshold Amount, are greater than or equal to the Threshold Amount, Employee Executive shall be entitled to the full benefits payable under this Agreement. (Bii) If the Threshold Amount is less than (xA) the Severance Payments, but greater than (yB) the Severance Payments reduced by the sum of (1) the Excise Tax and (2) the total of the Federal, state, and local income and employment taxes on the amount of the Severance Payments which are in excess of the Threshold Amount, then the benefits payable under this Agreement shall be reduced (but not below zero) to the extent necessary so that the maximum sum of all Severance Payments shall not exceed the Threshold Amount. Such reductions . (b) For the purposes of this Section 7, “Threshold Amount” shall first be made to compensation that is not mean three times Executive’s “deferred compensationbase amount” within the meaning of Section 280G(b)(3) of the Code and is not subject to Code Section 409A before such reductions are made to compensation that is “deferred compensation” subject to Code Section 409A.the regulations promulgated thereunder less one dollar ($1.00);