Common use of Adjustments in Respect of the Payment Cap Clause in Contracts

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii), then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the Executive Employee receives reduced payments and benefits under this Section 7(e3(e) (or this Section 7(e3(e) is determined not to be applicable to the Executive Employee because the Accountants conclude that Executive Employee is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive Employee or for his benefit are in an amount that would result in the Executive Employee being subject to an Excise Tax and the Executive Employee would still be subject to the Payment Cap under the provisions of Section 7(e)(iii3(e)(iii), then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If this Section 7(e3(e) is not applied to reduce the ExecutiveThe Employee's entitlements under this Section 7 3 because the Accountants determine that the Executive Employee would not receive a greater netnet after-after tax benefit by applying this Section 7(e3(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, the Executive Employee would have received a greater net after after-tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive Employee or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If the Executive Employee receives reduced payments and benefits by reason of this Section 7(e3(e) and it is established pursuant to a Final Determination that the Executive Employee could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive Employee the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. (1) If the Executive receives reduced payments and benefits under this Section 7(e6(d) (or this Section 7(e6(d) is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "“Final Determination"”) that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the aggregate "“parachute payments" ” within the meaning of Section Code section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and and, taking into account the Executive would still be subject to amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap should have been applied under the provisions of this Section 7(e)(iii6(d), then the amount equal to such the excess parachute payments made to the Executive shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date of the payment hereunder to the date of repayment by the Executive. . (2) If this Section 7(e) is not applied to reduce the Executive's entitlements Executive receives reduced payments and benefits under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e6(d) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "“parachute payments" ” within the meaning of Code section 280G paid to the Executive or for his benefit are in excess an amount that would result in the Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under Section 6(d), then the Company shall be deemed for all purposes a loan pay the Executive 30 days following such Final Determination an amount equal to the excess of (i) the amount of Aggregate Parachute Payments that would have been payable to the Executive made on without regard to Section 6(d) over (ii) the date of receipt of such excess payments, which reduced amount actually paid to the Executive shall have an obligation to repay to the Company on demandin accordance with Section 6(d), together with interest on such excess amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date payment would have been made to the Executive of such excess amount (or any portion thereof) but for the payment hereunder application of Section 6(d) to the date of repayment by the Executive. actual payments. (3) If the Executive receives reduced payments and benefits by reason of this Section 7(e6(d)(i) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company or the appropriate Subsidiary shall promptly thereafter pay the Executive within 30 days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the original payment due date to the date of actual payment by the Companypayment.]

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive Executive's being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after after-tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after net-after-tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.the

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) 5.9 (or this Section 7(e) 5.9 is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "“Final Determination"”) that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this Agreement, the aggregate "“parachute payments" ” within the meaning of Section 280G of the Code paid to the Executive or for his the Executive’s benefit are in an amount that would result in the Executive being subject an Excise Tax and and, taking into account the Executive would still be subject to amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap under the provisions of Section 7(e)(iii)should have been applied, then the amount equal to such the excess parachute payments made to the Executive shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on entity making such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of under this Section 7(e) 5.9 and it is established pursuant to a Final Determination that that, notwithstanding the good faith of the parties in applying the terms of this Agreement, either the Payment Cap should not have been applied to the Executive or the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive within 30 days following such Final Determination an amount equal to the aggregate additional excess of (i) the amount which of Covered Payments that would have been payable to the Executive without regard to this Section 5.9 or that could have been paid without exceeding the Payment Cap, whichever is applicable, over (ii) the reduced amount actually paid to the Executive by reason of the application of this Section 5.9, together with interest on such excess amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original date payment due date would have been made to the date Executive of actual payment by such excess amount (or any portion thereof) but for the Companyapplication of the Payment Cap.

Adjustments in Respect of the Payment Cap. If the Executive receives Covered Payments are reduced payments and benefits under this Section 7(e11(e) (or this Section 7(e11(e) is determined not to be applicable to the Executive Employee because the Accountants conclude that Executive Employee is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final DeterminationFINAL DETERMINATION") that, notwithstanding the good faith of the Executive Employee and the Company Employer in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive Employee or for his benefit are in an amount that would result in the Executive Employee's being subject to an Excise Tax and the Executive would still be subject to the Payment Cap under Tax, then the provisions of Section 7(e)(iii)11(e)(iii) shall be applied to the results of the Final Determination, then and the amount equal of any additional reduction called for under Section 11(e)(iii) (as recalculated to such excess parachute payments take into account the Final Determination) shall be deemed for all purposes to be a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company Employer on demand, together with interest on such amount at the applicable Federal federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements Employee, provided, however, that if Covered Payments have been reduced under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e11(e) and it is established pursuant to following a Final Determination thatthat the Unreduced Amount less the Excise Tax would be greater than the Payment Cap (as recalculated to take into account the Final Determination), notwithstanding then the good faith of Employer shall promptly thereafter pay the Executive and Employee the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to difference between the Payment Cap, then and the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demandUnreduced Amount, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the CompanyEmployer.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) 7 (or this Section 7(e) 7 is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii7(c), then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) 7 is not applied to reduce the Executive's entitlements under this Section 7 Agreement because the Accountants determine that the Executive would not receive a greater netnet after-after tax benefit by applying this Section 7(e) 7 and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this Agreement, the Executive would have received a greater net after after-tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) 7 and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements entitlement under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the Executive Consultant receives reduced payments and benefits under this Section 7(e8(e) (or this Section 7(e8(e) is determined not to be applicable to the Executive Consultant because the Accountants conclude that Executive Consultant is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive Consultant and the Company Employer in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive Consultant or for his benefit are in an amount that would result in the Executive Consultant's being subject to an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then any amounts actually paid to or on behalf of the amount equal to such Consultant which are treated as excess parachute payments shall be deemed for all purposes to be a loan to the Executive Consultant made on the date of receipt of such excess payments, which the Executive Consultant shall have an obligation to repay to the Company Employer on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveConsultant. If the Executive Consultant receives reduced payments and benefits by reason of this Section 7(e8(e) and it is established pursuant to a Final Determination that the Executive Consultant could have received a greater amount without exceeding the Payment Cap, then the Company Employer shall promptly thereafter pay the Executive Consultant the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the CompanyEmployer.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his her benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his her payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his her benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the _________________________________________ Executive receives reduced payments and benefits under this Section 7(e7(d) (or this Section 7(e7(d) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e7(d) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e7(d) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e7(d) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the Executive Employee ----------------------------------------- receives reduced payments and benefits under this Section 7(e3(e) (or this Section 7(e3(e) is determined not to be applicable to the Executive Employee because the Accountants conclude that Executive Employee is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive Employee or for his benefit are in an amount that would result in the Executive Employee being subject an Excise Tax and the Executive Employee would still be subject to the Payment Cap under the provisions of Section 7(e)(iii3(e)(iii), then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If this Section 7(e3(e) is not applied to reduce the ExecutiveEmployee's entitlements under this Section 7 3 because the Accountants determine that the Executive Employee would not receive a greater netnet after-after tax benefit by applying this Section 7(e3(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, the Executive Employee would have received a greater net after after-tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive Employee or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If the Executive Employee receives reduced payments and benefits by reason of this Section 7(e3(e) and it is established pursuant to a Final Determination that the Executive Employee could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive Employee the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. (1) If the Executive receives reduced payments and benefits under this Section 7(e6(d) (or this Section 7(e6(d) is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "“Final Determination"”) that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the aggregate "“parachute payments" ” within the meaning of Section Code section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject to an Excise Tax and and, taking into account the Executive would still be subject to amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap should have been applied under the provisions of this Section 7(e)(iii6(d), then the amount equal to such the excess parachute payments made to the Executive shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date of the payment hereunder to the date of repayment by the Executive. . (2) If this Section 7(e) is not applied to reduce the Executive's entitlements Executive receives reduced payments and benefits under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e6(d) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "“parachute payments" ” within the meaning of Code section 280G paid to the Executive or for his benefit are in excess an amount that would result in the Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under Section 6(d), then the Company shall be deemed for all purposes a loan pay the Executive 30 days following such Final Determination an amount equal to the excess of (i) the amount of Aggregate Parachute Payments that would have been payable to the Executive made on without regard to Section 6(d) over (ii) the date of receipt of such excess payments, which reduced amount actually paid to the Executive shall have an obligation to repay to the Company on demandin accordance with Section 6(d), together with interest on such excess amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date payment would have been made to the Executive of such excess amount (or any portion thereof) but for the payment hereunder application of Section 6(d) to the date of repayment by the Executive. actual payments. (3) If the Executive receives reduced payments and benefits by reason of this Section 7(e6(d)(i) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company or the appropriate Subsidiary shall promptly thereafter pay the Executive within 30 days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the original payment due date to the date of actual payment by the Companypayment.

Adjustments in Respect of the Payment Cap. (1) If the Executive receives reduced payments and benefits under this Section 7(e6(d) (or this Section 7(e6(d) is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "“Final Determination"”) that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the aggregate "“parachute payments" ” within the meaning of Section Code section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and and, taking into account the Executive would still be subject to amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap should have been applied under the provisions of this Section 7(e)(iii6(d), then the amount equal to such the excess parachute payments made to the Executive shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date of the payment hereunder to the date of repayment by the Executive. . (2) If this Section 7(e) is not applied to reduce the Executive's entitlements Executive receives reduced payments and benefits under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e6(d) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this AgreementSection 6(d), the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "“parachute payments" ” within the meaning of Code section 280G paid to the Executive or for his benefit are in excess an amount that would result in the Executive being subject to an Excise Tax and, taking into account the amount of such aggregate parachute payments, the Payment Cap should not have been applied under Section 6(d), then the Company shall be deemed for all purposes a loan pay the Executive 30 days following such Final Determination an amount equal to the excess of (i) the amount of Aggregate Parachute Payments that would have been payable to the Executive made on without regard to Section 6(d) over (ii) the date of receipt of such excess payments, which reduced amount actually paid to the Executive shall have an obligation to repay to the Company on demandin accordance with Section 6(d), together with interest on such excess amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the date payment would have been made to the Executive of such excess amount (or any portion thereof) but for the payment hereunder application of Section 6(d) to the date of repayment by the Executive. actual payments. (3) If the Executive receives reduced payments and benefits by reason of this Section 7(e6(d)(i) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company or the appropriate Subsidiary shall promptly thereafter pay the Executive within 30 days of the date of the Final Determination the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section Code section 1274(d) of the Code)) from the original payment due date to the date of actual payment by the Companypayment.

Adjustments in Respect of the Payment Cap. If the Executive Employee receives reduced payments and benefits under this Section 7(e3(e) (or this Section 7(e3(e) is determined not to be applicable to the Executive Employee because the Accountants conclude that Executive Employee is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive Employee or for his benefit are in an amount that would result in the Executive Employee being subject to an Excise Tax and the Executive Employee would still be subject to the Payment Cap under the provisions of Section 7(e)(iii3(e)(iii), then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If this Section 7(e3(e) is not applied to reduce the ExecutiveThe Employee's entitlements under this Section 7 3 because the Accountants determine that the Executive Employee would not receive a greater netnet after-after tax benefit by applying this Section 7(e3(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive Employee and the Company in applying the terms of this Agreement, 10 the Executive Employee would have received a greater net after after-tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive Employee or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive Employee made on the date of receipt of such excess payments, which the Executive Employee shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the ExecutiveEmployee. If the Executive Employee receives reduced payments and benefits by reason of this Section 7(e3(e) and it is established pursuant to a Final Determination that the Executive Employee could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive Employee the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) (or this Section 7(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive being subject an Excise Tax and the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii)Tax, then the amount equal to such excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company. (f) Notwithstanding anything else in this Section 7 to the contrary, nothing in this Section 7 shall be construed to release the Company from (or to otherwise waive or modify) the Company's obligation to indemnify the Executive pursuant to Section 5(g) hereof.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e) 5.9 (or this Section 7(e) 5.9 is determined not to be applicable to the Executive because the Accountants conclude that the Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "“Final Determination"”) that, notwithstanding the good faith of the Executive and the Company parties in applying the terms of this Agreement, the aggregate "“parachute payments" ” within the meaning of Section 280G of the Code paid to the Executive or for his the Executive’s benefit are in an amount that would result in the Executive being subject an Excise Tax and and, taking into account the Executive would still be subject to amount of such aggregate parachute payments specified in such Final Determination, the Payment Cap under the provisions of Section 7(e)(iii)should have been applied, then the amount equal to such the excess parachute payments made to the Executive shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company entity making such payment on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such ​ amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of under this Section 7(e) 5.9 and it is established pursuant to a Final Determination that that, notwithstanding the good faith of the parties in applying the terms of this Agreement, either the Payment Cap should not have been applied to the Executive or the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive within 30 days following such Final Determination an amount equal to the aggregate additional excess of (i) the amount which of Covered Payments that would have been payable to the Executive without regard to this Section 5.9 or that could have been paid without exceeding the Payment Cap, whichever is applicable, over (ii) the reduced amount actually paid to the Executive by reason of the application of this Section 5.9, together with interest on such excess amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original date payment due date would have been made to the date Executive of actual payment by such excess amount (or any portion thereof) but for the Companyapplication of the Payment Cap.

Adjustments in Respect of the Payment Cap. If the Executive receives reduced payments and benefits under this Section 7(e6(e) (or this Section 7(e6(e) is determined not to be applicable to the Executive because the Accountants conclude that Executive is not subject to any Excise Tax) and it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding (a "Final Determination") that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the aggregate "parachute payments" within the meaning of Section 280G of the Code paid to the Executive or for his benefit are in an amount that would result in the Executive Executive's being subject to an Excise Tax and Tax, then any amounts actually paid to or on behalf of the Executive would still be subject to the Payment Cap under the provisions of Section 7(e)(iii), then the amount equal to such which are treated as excess parachute payments shall be deemed for all purposes to be a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If this Section 7(e) is not applied to reduce the Executive's entitlements under this Section 7 because the Accountants determine that the Executive would not receive a greater net-after tax benefit by applying this Section 7(e) and it is established pursuant to a Final Determination that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Agreement, the Executive would have received a greater net after tax benefit by subjecting his payments and benefits hereunder to the Payment Cap, then the aggregate "parachute payments" paid to the Executive or for his benefit in excess of the Payment Cap shall be deemed for all purposes a loan to the Executive made on the date of receipt of such excess payments, which the Executive shall have an obligation to repay to the Company on demand, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the date of the payment hereunder to the date of repayment by the Executive. If the Executive receives reduced payments and benefits by reason of this Section 7(e6(e) and it is established pursuant to a Final Determination that the Executive could have received a greater amount without exceeding the Payment Cap, then the Company shall promptly thereafter pay the Executive the aggregate additional amount which could have been paid without exceeding the Payment Cap, together with interest on such amount at the applicable Federal rate (as defined in Section 1274(d) of the Code) from the original payment due date to the date of actual payment by the Company.