Common use of Benefit Limit Clause in Contracts

Benefit Limit. In the event that any payments or benefits to which Employee becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order to satisfy the benefit limit of this paragraph, then the portion of any parachute payment otherwise payable in cash to Employee shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. (i) In the event that any payments or benefits to which Employee Executive becomes entitled in accordance with the provisions of this Restated Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with member of the Employer Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2)) of the Code, then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 of the Code on the payments and benefits provided Employee the Executive under this Restated Agreement (or on any other payments or benefits to which Employee the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty . (30ii) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 6(e)(i), then the portion of any parachute payment otherwise payable in cash to Employee the Executive (including first the Cash Severance Payments and then the Monthly Benefit Payments) shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment reduction to be reduced applied pro-rata to each Cash Severance Payment and (if applicable) each Monthly Benefit Payment but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employeethe Executive’s outstanding options or other equity awards (based on the amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards were made.

Benefit Limit. In The provisions of this Section 10 shall control in the event that any payments or benefits to which Employee becomes entitled in accordance with conflict occurs between this Section 10 and the other provisions of this Agreement regarding the vesting, issuance or delivery of any shares of Common Stock subject to this Agreement. If any payment of shares subject to this Award would constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations issued thereunder, then in no event shall the aggregate payment(s) or distribution(s) of any other agreement with type to or for the Executive by the Company or any other corporation of its affiliates, whether paid or entity that directly payable or indirectly controlsdistributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the "Total Payments") is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or Code, then the subsequent termination of his employment with the Company). The benefit limits of this paragraph Total Payments shall be calculated as reduced (but not below zero) so that the maximum amount of the date on which the event triggering any parachute payment is effected, and such calculation Total Payments (after reduction) shall be completed within thirty one dollar (30$1.00) days less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction to the Total Payments shall be made only if the total after-tax benefit to the Executive is greater after giving effect to such effective datereduction than if no such reduction had been made. Should Unless the completed calculations require Executive shall have given prior written notice to the Company to effectuate a reduction in benefits in order to satisfy the benefit limit Total Payments if such a reduction is required, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits, then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any vesting of restricted stock, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this paragraph, then Section 10 shall take precedence over the portion provisions of any parachute payment otherwise payable in cash other plan, arrangement or agreement governing the Executive's rights and entitlements to Employee shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were madebenefits or compensation.

Benefit Limit. The benefit limitations of this Part Four shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments or benefits to which Employee the Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2)280G, then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee to the Executive under this Agreement (or on any other payments or benefits to which Employee the Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his or her employment with the Company)Corporation) under Code Section 4999. The Notwithstanding the foregoing, in determining whether the benefit limits limitation of this paragraph Section 7 has been exceeded, a reasonable determination shall be calculated made as to the value of the date on restrictive covenants to which the event triggering any Executive will be subject under Section 9, and the amount of his or her potential parachute payment is effected, shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and such calculation shall be completed within thirty (30) days after such effective datethe Treasury Regulations thereunder. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 7, then the portion of any parachute payment otherwise payable in cash to Employee Executive’s salary continuation payments under Section 2 or Section 5, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the amount of the Executive’s pro-rated bonus under Section 5(b) shall be reduced next, and finally the number of shares as to which the Executive’s outstanding Options would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards in accordance with Section 5(b) shall be reduced (based on the value of the parachute payment attributable to each such accelerated Option under Code Section 280G), to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards effected in the same chronological order in which those awards Options were madegranted.

Benefit Limit. In Notwithstanding anything else contained herein or in the Program to the contrary, in the event that any payments or benefits to which Employee the Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee the Participant under this Agreement (or on any other payments or benefits to which Employee the Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 27, then the portion of any parachute payment otherwise payable in cash to Employee the Participant shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares Shares which would otherwise vest on an accelerated basis under each of Employeethe Participant’s outstanding equity awards Awards (based on the amount of the parachute payment attributable to each such Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.

Benefit Limit. In Notwithstanding anything else contained herein or in the Program to the contrary, in the event that any payments or benefits to which Employee the Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee the Participant under this Agreement (or on any other payments or benefits to which Employee the Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 29, then the portion of any parachute payment otherwise payable in cash to Employee the Participant shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employeethe Participant’s outstanding options or other equity awards (based on the amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company. * * * * This Non-U.S. Countries Additional Terms Appendix includes additional terms and conditions that govern the RSU granted to the Participant under the Program if the Participant resides in one of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Non-U.S. Countries Additional Terms Appendix have the meanings set forth in the Program and/or the Agreement.

Benefit Limit. In Notwithstanding anything else contained herein or in the Program to the contrary, in the event that any payments or benefits to which Employee the Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee the Participant under this Agreement (or on any other payments or benefits to which Employee the Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 29, then the portion of any parachute payment otherwise payable in cash to Employee the Participant shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares Shares which would otherwise vest on an accelerated basis under each of Employeethe Participant’s outstanding equity awards Awards (based on the amount of the parachute payment attributable to each such Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.

Benefit Limit. (i) In the event that any payments or benefits to which Employee the Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with affiliated company) (the Company“Total Payments”) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 (“Excise Tax”) on the payments and benefits provided Employee to the Executive under this Agreement (or on any other payments or benefits to which Employee the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which . (ii) In the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require that a reduction in benefits in order is required to satisfy the benefit limit of this paragraphsubparagraph (d), then the portion of any parachute payment otherwise payable in cash to Employee such reduction shall be reduced calculated only to the extent necessary that the after-tax value to comply with the Executive of such benefit limitreduced benefits would exceed the after-tax value to the Executive of the total benefits to be received by the Executive without application of such reduction; provided, with each that such reduction shall occur in the following order: (1) cash payments subject to Section 409A of the Code; (2) cash payments not subject to Section 409A of the Code; and (3) non-cash forms of benefits; and provided, further, that to the extent any payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein pursuant to this sentence is to be the first and made over time (e.g., in installments, etc.), then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to in reverse chronological order. (iii) For purposes of determining whether and the extent necessary to eliminate which the Total Payments will be subject to reduction, (A) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be taken into account, (B) no portion of the Total Payments shall be taken into account which in the good faith opinion of the Company does not constitute a “parachute payment” within the meaning of Section 2800(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code), and in calculating Excise Tax, no portion of such excessTotal Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (C) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined in good faith by the Company in accordance with such reduction the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of this Section 6(d)(iii), the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the applicable payment is to be applied to such equity awards made and state and local income taxes at the highest marginal rate of taxation in the same chronological order state and locality of the Executive’s residence in the calendar year in which those awards were the applicable payment is to be made, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes.

Benefit Limit. The benefit limitations of this Paragraph 5.5 shall be applicable in the event the Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments or benefits to which Employee the Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2)280G, then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee to the Executive under this Agreement (or on any other payments or benefits to which Employee the Executive may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company)) under Code Section 4999. The Notwithstanding the foregoing, in determining whether the benefit limits limitation of this paragraph Paragraph 5.5 has been exceeded, a reasonable determination shall be calculated made as to the value of the date on restrictive covenants to which the event triggering any Executive will be subject under Paragraph 4.2, and the amount of his potential parachute payment is effected, shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and such calculation shall be completed within thirty (30) days after such effective datethe Treasury Regulations thereunder. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphParagraph 5.5, then the portion of any parachute payment otherwise payable in cash to Employee Executive’s salary continuation payments under Paragraph 5.3 or 5.4, as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares as to which the option or other equity award would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards in accordance with Paragraph 5.4 shall be reduced (based on the value of the parachute payment attributable to such option or equity award under Code Section 280G), to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. In the event that any payments or benefits to which Employee becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effectedaffected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order to satisfy the benefit limit of this paragraph, then the portion of any parachute payment otherwise payable in cash to Employee shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. 8.3.1 In the event that any payments or benefits to which Employee becomes entitled in accordance with the provisions of under this Restated Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2)280G of the Code, then such those payments and/or and benefits will shall be subject to reduction to the extent necessary to assure that Employee receives only the payments and benefits provided the Executive under this Restated Agreement will be limited to the greater of (i) the amount of those payments and benefits which would not constitute such can be provided without triggering a parachute payment under Code Section 280G or (ii) the maximum dollar amount of payments and benefits which yields Employee can be provided under this Restated Agreement so as to provide the Executive with the greatest after-tax amount of such payments and benefits after taking into account any excise tax imposed the Executive may incur under Code Section 4999 on the with respect to those payments and benefits provided Employee under this Agreement (or on and any other benefits or payments or benefits to which Employee the Executive may become be entitled in connection with any change in control or ownership of the Company or the subsequent termination of his employment with employment. 8.3.2 The calculations required under Section 8.3.1 shall be made by an independent registered public accounting firm (the “Auditor”) jointly selected by the Executive and the Company). The benefit limits , and the fees of this paragraph such Auditor shall be calculated paid by the Company. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then they shall each select one registered public accounting firm, and those two firms shall jointly select the registered public accounting firm to serve as the Auditor. Unless the Executive agrees otherwise in writing, the Auditor shall be a nationally recognized United States registered public accounting firm that has not during the two years preceding the date of its selection, acted in any way on behalf of the date on which the event triggering any Company. 8.3.3 If a reduction in payments or benefits constituting a parachute payment is effectedrequired pursuant to Section 8.3.1, and then such calculation reduction shall be completed within thirty (30) days after such effective date. Should effected in the completed calculations require a reduction in benefits in order to satisfy following order: first, the benefit limit of Executive’s salary continuation payments under this paragraph, then the portion of any parachute payment otherwise payable in cash to Employee Restated Agreement shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, (with such reduction to be applied pro-rata to each payment), then the amount of the Executive’s deferred Annual Bonuses which vest and become payable on an accelerated basis shall be reduced (with such reduction to be applied pro-rata to each such deferred amount), and finally the accelerated vesting of the Executive’s stock options and other equity awards shall be reduced (based on the amount of the parachute payment calculated for each such option or award in accordance with the Treasury Regulations under Code Section 280G), with such reduction to occur in the same chronological order in which those options and awards were madegranted.

Benefit Limit. The benefit limitations of this Part Five shall be applicable in the event Executive receives any benefits under this Agreement that are deemed to constitute parachute payments under Code Section 280G. In the event that any payments or benefits to which Employee Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2)280G, then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee to Executive under this Agreement (or on any other payments or benefits to which Employee Executive may become entitled in connection with any change in control or ownership of the Company Corporation or the subsequent termination of his employment with the Company)Corporation) under Code Section 4999. The Notwithstanding the foregoing, in determining whether the benefit limits limitation of this paragraph Paragraph 16 has been exceeded, a reasonable determination shall be calculated made as to the value of the date on restrictive covenants to which Executive will be subject under Paragraph 8, and the event triggering any amount of his potential parachute payment is effected, shall accordingly be reduced by the value of those restrictive covenants to the extent consistent with Code Section 280G and such calculation shall be completed within thirty (30) days after such effective datethe Treasury Regulations thereunder. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphParagraph 16, then the portion of any parachute payment otherwise payable in cash to Employee Executive’s salary continuation payments under Paragraph 12(a) or 14(a), as applicable, shall accordingly be reduced (with such reduction to be effected pro-rata to each payment) to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then any bonus amount to which Executive may become entitled under Paragraph 14(b) shall be reduced next, and finally the number of shares as to which the Options would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, in accordance with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.Paragraph

Benefit Limit. In the event that any payments or benefits to which Employee becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee under this Agreement (or on any other payments or benefits to which Employee may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effectedaffected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order to satisfy the benefit limit of this paragraph, then the portion of any parachute payment otherwise payable in cash to Employee shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employee’s outstanding equity awards shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards in the same chronological order in which those awards were made.

Benefit Limit. In Notwithstanding anything else contained herein or in the Program to the contrary, in the event that any payments or benefits to which Employee the Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee the Participant under this Agreement (or on any other payments or benefits to which Employee the Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 29, then the portion of any parachute payment otherwise payable in cash to Employee the Participant shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares Shares which would otherwise vest on an accelerated basis under each of Employeethe Participant’s outstanding equity awards Awards (based on the amount of the parachute payment attributable to each such Award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards Awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company. This Appendix includes additional terms and conditions that govern the PRSU granted to the Participant under the Program if the Participant resides in any of the non-U.S. countries listed below. Certain capitalized terms used but not defined in this Appendix have the meanings set forth in the Program and/or the Agreement.

Benefit Limit. In Notwithstanding anything else contained herein or in the Program to the contrary, in the event that any payments or benefits to which Employee the Participant becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or any other corporation or entity that directly or indirectly controls, is controlled by, or is under common control with the Company) would otherwise constitute a parachute payment under Code Section 280G(b)(2), then such payments and/or benefits will be subject to reduction to the extent necessary to assure that Employee the Participant receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Employee the Participant the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Employee the Participant under this Agreement (or on any other payments or benefits to which Employee the Participant may become entitled in connection with any change in control or ownership of the Company or the subsequent termination of his or her employment with the Company). The benefit limits of this paragraph shall be calculated as of the date on which the event triggering any parachute payment is effected, and such calculation shall be completed within thirty (30) days after such effective date. Should the completed calculations require a reduction in benefits in order be required to satisfy the benefit limit of this paragraphSection 27, then the portion of any parachute payment otherwise payable in cash to Employee the Participant shall be reduced to the extent necessary to comply with such benefit limit, with each such cash payment to be reduced pro-rata but without any change in the payment dates, and with the cash severance payments detailed herein to be the first and then the benefit payments to be the next such payments so reduced. Should such benefit limit still be exceeded following such reduction, then the number of shares which would otherwise vest on an accelerated basis under each of Employeethe Participant’s outstanding options or other equity awards (based on the amount of the parachute payment attributable to each such option or equity award under Code Section 280G) shall be reduced to the extent necessary to eliminate such excess, with such reduction to be applied to such equity awards made in the same chronological order in which those awards were made. In the event there is any disagreement between the Participant and the Company as to whether one or more payments or benefits to which the Participant becomes entitled constitute a parachute payment under Code Section 280G or as to the determination of the present value thereof, such dispute will be resolved as follows: (a) In the event the Treasury Regulations under Code Section 280G (or applicable judicial decisions) specifically address the status of any such payment or benefit or the method of valuation therefor, the characterization afforded to such payment or benefit by the Regulations (or such decisions) will, together with the applicable valuation methodology, be controlling. (b) In the event Treasury Regulations (or applicable judicial decisions) do not address the status of any payment in dispute, the matter will be submitted for resolution to independent auditors selected and paid for by the Company. The resolution reached by the independent auditors will be final and controlling; provided, however, that if in the judgment of the independent auditors, the status of the payment in dispute can be resolved through the obtainment of a private letter ruling from the Internal Revenue Service, a formal and proper request for such ruling will be prepared and submitted by the independent auditors, and the determination made by the Internal Revenue Service in the issued ruling will be controlling. All expenses incurred in connection with the preparation and submission of the ruling request shall be paid by the Company. (c) In the event Treasury Regulations (or applicable judicial decisions) do not address the appropriate valuation methodology for any payment in dispute, the present value thereof will, at the independent auditor’s election, be determined through an independent third-party appraisal, and the expenses incurred in obtaining such appraisal shall be paid by the Company.