Common use of Benefits to be Provided Clause in Contracts

Benefits to be Provided. If Executive becomes eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (v) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive's termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (v) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits at least equal to 2.99 times Executive's "Base Amount" as defined in Code Section 280G, and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs.

Benefits to be Provided. If Executive becomes eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (v) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive's termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (v) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits at least equal to 2.99 times Executive's "Base Amount" as defined in Code Section 280GG (or such other amount as may be permitted without incurring excise taxes or similar penalties under any similar law that may be in effect or implemented in England and Wales and applicable to Executive), and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs.

Benefits to be Provided. If Executive becomes eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (viv) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive's ’s termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (viv) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits at least equal to 2.99 times Executive's "Base Amount" as defined in Code Section 280Gthe full amount of compensation and benefits provided under this Agreement, and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs.

Benefits to be Provided. If Executive becomes eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (viv) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive's termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (viv) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits at least equal to 2.99 times Executive's "Base Amount" as defined in Code Section 280Gthe full amount of compensation and benefits provided under this Agreement, and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs. 3. Section 5 of the Agreement is hereby deleted in its entirety and the following is substituted in its place:

Benefits to be Provided. If Executive becomes ----------------------- eligible for benefits under subsection (b) above, the Company shall pay or provide to Executive the compensation and benefits set forth in this subsection (c); provided, however, that the compensation and benefits to be paid or provided pursuant to paragraphs (i) through (viv) of this subsection (c) shall be reduced to the extent that Executive receives or is entitled to receive upon Executive's termination the compensation and benefits (but only to the extent Executive actually receives such compensation and benefits) described in paragraphs (i) through (viv) of this subsection (c) pursuant to the terms of an employment agreement with the Company or as a result of a breach by the Company of the employment agreement; and, provided, further, after taking into consideration any such reductions, Executive shall continue to be entitled to receive in the aggregate under this Agreement and the employment agreement an amount of compensation and benefits at least equal to 2.99 times Executive's "Base Amount" as defined in Code Section 280Gthe full amount of compensation and benefits provided under this Agreement, and any amounts paid under paragraphs (i), (ii) and (iv) of this Agreement shall be paid in the manner provided in such paragraphs. 3. Section 5 of the Agreement is hereby deleted in its entirety and the following is substituted in its place: