Common use of Benefit Reduction Clause in Contracts

Benefit Reduction. Should any of your severance benefits under ----------------- this letter agreement (when aggregated with other such benefits) be deemed to be parachute payments under Code Section 280G, then the dollar amount of your severance payment under Paragraphs 1 and 2 will be reduced to the extent (and only to the extent) necessary to provide you with the maximum after-tax benefit available, after taking into account any parachute excise tax which might otherwise be payable by you under Code Section 4999 and any analogous State income tax provision.

Benefit Reduction. Should any of your severance benefits under ----------------- this letter agreement (when aggregated with other such benefits) be deemed to be parachute payments under Code Section 280G, then the following limitations will become applicable: (i) first, the dollar amount of your severance payment under Paragraphs 1 Paragraph 1, and 2 (ii) then, the accelerated vesting of your options under Paragraph 3 will be reduced to the extent (and only to the extent) necessary to provide you with the maximum after-after- tax benefit available, after taking into account any parachute excise tax which might otherwise be payable by you under Code Section 4999 and any analogous State income tax provision.

Benefit Reduction. Should any of your severance benefits under ----------------- this letter agreement (when aggregated with other such benefits) Amended Letter Agreement be deemed to be parachute payments under Code Section 280G, then the following limitations will become applicable: (i) first, the dollar amount of your severance payment under Paragraphs 1 Paragraph 1, and 2 (ii) then, the accelerated vesting of your options under Paragraph 3 will be reduced to the extent (and only to the extent) necessary to provide you with the maximum after-tax benefit available, after taking into account any parachute excise tax which might otherwise be payable by you under Code Section 4999 and any analogous State income tax provision.