Common use of Benefit Reduction Clause in Contracts

Benefit Reduction. (a) To the extent the aggregate Present Value of (i) the Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights (or installments thereof) plus (ii) the COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUs, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, your Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation Right) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In the event your Involuntary Termination occurs during the Pre-Closing Period, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in Control, and any benefit reduction required by Paragraph 2 above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value Value, measured as of the Change in Control, of (i) the Option, RSU and Stock Appreciation Right COC Payments Equity Award Parachute Payment attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights Equity Awards (or installments thereof) plus (ii) the COC Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Parachute Payments, exceed the Benefit LimitPermissible Parachute Amount, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUsEquity Awards, to the extent necessary to assure that such Benefit Limit Permissible Parachute Amount is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Pro-Rated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs and then the number of shares which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, purchasable or delivered under your Cash Acquisition-Accelerated and Severance- Accelerated Equity Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Equity Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Parachute Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation RightEquity Award) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights Equity Awards to be so reduced to be determined by you. (b) In the event your Involuntary Termination occurs employment is terminated by the Company during the Pre-Closing PeriodPeriod for any reason other than a Termination for Cause, the Benefit Limit Permissible Parachute Amount shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in ControlControl within the Pre- Closing Period, and any benefit reduction required by Paragraph 2 2(a) above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Options or RSUs Equity Awards are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Options and RSUs Equity Awards will not be subsequently restored in connection with the re-calculation of the Benefit Limit Permissible Parachute Amount following the expiration of the Pre-Closing Period, even if those terminated Options and RSUs Equity Awards could have otherwise fallen within the Benefit Limit Permissible Parachute Amount as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value Value, measured as of the Change in Control, of (i) the Option, RSU and Stock Appreciation Right COC Payments Option Parachute Payment attributable to your the Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights Options (or installments thereof) plus (ii) the COC Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Parachute Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUsOptions, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, your Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which would otherwise be purchasable under your Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Parachute Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation RightOption) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In the event your Involuntary Termination occurs employment is terminated by the Company during the Pre-Closing PeriodPeriod for any reason other than a Termination for Cause, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in ControlControl within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 above of this Part Three on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I Part Three as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value of (i) the Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights (or installments thereof) plus (ii) the COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUs, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment Prorated Bonus to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Bonus Change in Control Payment to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, your Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation Right) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In At the event your Involuntary Termination occurs during the Pre-Closing Period80% Threshold Time, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in ControlMerger, and any benefit reduction required by Paragraph paragraph 2 above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I as soon as administratively practicable following the expiration consummation of the Pre-Closing PeriodMerger. To the extent any Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment80% Threshold Time, those Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration consummation of the Pre-Closing PeriodMerger, even if those terminated Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value Value, measured as of the Change in Control, of (i) the Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights (or installments thereof) plus (ii) the COC Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would(to the extent not otherwise included in the COC Payment attributable to your Change in Control Severance Payments)would, when added to the Present Value of all of your Other COC Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUs, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, the dollar amount of the Prorated Pro-Rated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, your Cash Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation Right) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights to be so reduced to be determined by you. (b) In the event your Involuntary Termination occurs during the Pre-Closing Period, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in ControlControl within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 above on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Options or RSUs are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Options and RSUs will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Options and RSUs could have otherwise fallen within the Benefit Limit as so re-calculated.

Benefit Reduction. (a) To the extent the aggregate Present Value Value, measured as of the Change in Control, of (i) the Option, RSU and Stock Appreciation Right COC Payments attributable to your Acquisition-Accelerated and Severance-Accelerated Options, RSUs and Stock Appreciation Rights Equity Award Parachute Payment (or installments thereof) plus (ii) the COC Parachute Payment attributable to your other Change in Control Severance Benefits under Part Two of the Agreement plus (iii) your Cash Award COC Payment would, when added to the Present Value of all of your Other COC Parachute Payments, exceed the Benefit Limit, then the following reductions shall be made to the Change in Control Severance Benefits to which you are otherwise entitled under Part Two of this Agreement and your Acquisition-Accelerated Options and RSUsEquity Awards, to the extent necessary to assure that such Benefit Limit is not exceeded: first, the dollar amount of the Severance Payment to which you would otherwise be entitled shall be reduced, next, and then the dollar amount number of the Prorated Bonus to which you would otherwise be entitled shall be reduced, next, your RSUs shares or share equivalents which would otherwise be payable shall be reduced (based on the amount of RSU COC Payment attributable to such RSUs), with the actual RSUs to be so reduced to be determined by you, next, purchasable under your Cash Equity Awards which would otherwise be payable shall be reduced (based on the amount of the Cash Equity Award COC Payment attributable to such Cash Awards), with the actual Cash Awards to be so reduced to be determined by you, and then the number of shares as to which Acquisition-Accelerated and Severance-Accelerated Options and Stock Appreciation Rights would otherwise be exercisable shall be reduced (based on the amount of the Option COC Parachute Payment attributable to each such Option and the Stock Appreciation Right COC Payment attributable to each such Stock Appreciation RightEquity Award) to the extent necessary to eliminate such excess, with the actual Options and Stock Appreciation Rights Equity Awards to be so reduced to be determined by you. (b) In the event your Involuntary Termination occurs employment is terminated by the Company during the Pre-Closing PeriodPeriod for any reason other than a Termination for Cause, the Benefit Limit shall be calculated in good faith first at the time of such termination, with such calculation to be based upon the probability of the consummation of the contemplated Change in ControlControl within the Pre-Closing Period, and any benefit reduction required by Paragraph 2 above of this Part Three on the basis of such good-faith calculation shall be applied at that time. The Benefit Limit shall be recalculated in accordance with this Appendix I Part Three as soon as administratively practicable following the expiration of the Pre-Closing Period. To the extent any Options or RSUs Equity Awards are reduced and terminated in connection with the initial calculation made at the time of your termination of employment, those Options and RSUs Equity Awards will not be subsequently restored in connection with the re-calculation of the Benefit Limit following the expiration of the Pre-Closing Period, even if those terminated Options and RSUs Equity Awards could have otherwise fallen within the Benefit Limit as so re-calculated.