Common use of Certain Reduction of Payments by the Company Clause in Contracts

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.7); (iii) Net After Tax Receipt shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. (a) For --------------------------------------------- purposes of this sectionSection 8, (i) A Payment a "Payment" shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment "Separation Payment" shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.7Section); (iii) "Net After Tax Receipt Receipt" shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- greatest aggregate amount of Separation Payments which (a) is less than the sum of all Separation Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments Executive were any other amount equal to or less than paid the sum of all Separation Payments.

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.75.7); (iii) Net After Tax Receipt shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment PAYMENT shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment AGREEMENT PAYMENT shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.7); (iii) Net After Tax Receipt NET AFTER TAX RECEIPT shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present ValuePRESENT VALUE" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced AmountREDUCED AMOUNT" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. (a) For purposes of this section, (i) A Payment shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.77); (iii) Net After Tax Receipt shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement Amendment or otherwise; (ii) Agreement Amendment Payment shall mean a Payment paid or payable pursuant to this ----------------- Agreement Amendment (disregarding this Section 6.75.7); (iii) Net After Tax Receipt shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment PAYMENT shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment AGREEMENT PAYMENT shall mean a Payment paid or payable pursuant to this ----------------- Agreement (disregarding this Section 6.75.7); (iii) Net After Tax Receipt NET AFTER TAX RECEIPT shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present ValuePRESENT VALUE" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced AmountREDUCED AMOUNT" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.

Certain Reduction of Payments by the Company. a. For purposes of this section, (i) A Payment shall mean any ------- payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (ii) Agreement Payment shall mean a Payment paid or payable pursuant to this ----------------- ------------------ Agreement (disregarding this Section 6.7); (iii) Net After Tax Receipt shall --------------------- mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section ------------- 280G(d)(4) of the Code; and (v) "Reduced Amount" shall mean the smallest -------------- aggregate amount of Payments which (a) is less than the sum of all Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the aggregate Payments were any other amount equal to or less than the sum of all Payments.