Common use of Application of Section 280G of the Code Clause in Contracts

Application of Section 280G of the Code. If the Company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a “parachute payment” within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “parachute payment” within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.

Application of Section 280G of the Code. If the Company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a “"parachute payment” " within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “"parachute payment” " within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.

Application of Section 280G of the Code. If the Company company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a “"parachute payment” " within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “"parachute payment” " within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.

Application of Section 280G of the Code. If the Company company determines that any payment or benefit, including any accelerated vesting, due to the Participant Optionee under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant Optionee from the Company or any other entity in connection with such Change in Control, would be considered a “"parachute payment” " within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “"parachute payment” " within the meaning of Section 280G of the Code, in accordance with rules and procedures which may be established by the Committee.

Application of Section 280G of the Code. If the Company determines that any payment or benefit, including any accelerated vesting, due to the Participant under this Agreement in connection with a Change in Control, when combined with any other payment or benefit due to the Participant from the Company or any other entity in connection with such Change in Control, would be considered a “"parachute payment” " within the meaning of Section 280G of the Code, the payments and benefits due to the Participant under this Agreement may be reduced by the Company to $1.00 less than the amount that would otherwise be considered a “"parachute payment” " within the meaning of Section 280G 2800 of the Code, in accordance with rules and procedures which may be established by the Committee.