Common use of Certain Reductions in Payments Clause in Contracts

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this Section 4.2, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with this Section 4.2, such Payments shall be reduced to the maximum amount that would result in no portion of the Payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company or the Executive), then Section 4.2(c) shall apply. If the Excise Tax is not eliminated pursuant to this Section 4.2, Executive shall pay the Excise Tax.

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this Section 4.27.8, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with this Section 4.27.8, such Payments shall be reduced to the maximum amount that would result in no portion of the Payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 7.8 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company or the Executive), then Section 4.2(c7.8(c) shall apply. If the Excise Tax is not eliminated pursuant to this Section 4.27.8, Executive shall pay the Excise Tax.

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this Section 4.27.7, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with this Section 4.27.7, such Payments shall be reduced to the maximum amount that would result in no portion of the Payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 7.7 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company or the Executive), then Section 4.2(c7.7(c) shall apply. If the Excise Tax is not eliminated pursuant to this Section 4.27.7, Executive shall pay the Excise Tax.

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in In the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided payment received or to be provided received by Executive pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "the Code") and (ii) but for this Section 4.2subsection (a), be subject to the excise tax imposed by Section 4999 of the Code Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter collectively referred to as the "Excise Tax"), then, in accordance with this Section 4.2subject to the provisions of subsection (c) hereof, such Payments Payment shall be reduced either (A) delivered in full pursuant to the maximum amount that terms of this Agreement, or (B) delivered as to such lesser extent which would result in no portion of the Payments such severance payments and other benefits being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount "Net Payment"), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax than determined (including, without limitation, any interest or penalties on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of severance payments and benefits payable under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments and benefits may be subject to the Excise Tax. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4.4 shall be made by independent tax counsel designated by the Company or and reasonably acceptable to Executive ("Independent Tax Counsel"). For purposes of making the Executive), then Section 4.2(c) shall apply. If the Excise Tax is not eliminated pursuant to calculations required under this Section 4.24.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall pay the Excise Taxfurnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4.

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit benefits provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwiseany other agreement by and between Executive and the Company, including, but not limited to, the Executive's Employment Agreement, dated November 26, 2001 (the "Employment Agreement")) (a the "PaymentBenefits") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this Section 4.21.3, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with this Section 4.21.3, such Payments the Benefits shall be reduced to the maximum amount that would result in no portion of the Payments Benefits being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments a net amount that are is greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments Benefits (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company or the Executive), then Section 4.2(c) shall apply. If the Excise Tax is not eliminated pursuant to this Section 4.21.3, Executive shall pay the Excise Tax.

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company Corporation to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this Section 4.25, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, in accordance with this Section 4.25, such Payments shall be reduced to the maximum amount that would result in no portion of the Payments being subject to the Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Executive's net proceeds with respect to the Payments (after taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 5 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") IRS determines that a Payment is subject to the Excise Tax (or subject to a different amount of the Excise Tax than determined by the Company Corporation or the Executive), then Section 4.2(c5(c) shall apply. If the Excise Tax is not eliminated pursuant to this Section 4.25, Executive shall pay the Excise Tax.

Certain Reductions in Payments. (a) Anything in If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement to the contrary notwithstanding(and any other plans, in the event that any payment, distribution or other benefit provided programs and arrangements maintained by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwiseCompany) (a the "PaymentTermination Benefits") would (i) constitute a "excess parachute paymentpayments" within the meaning of Section 280G of the Internal Revenue Code of 1986 1986, as amended (the "the Code") or any successor thereto, and (ii) but for this Section 4.2, be subject if such Termination Benefits were reduced to the excise tax imposed by Section 4999 of the Code an amount (the "Excise TaxNon Triggering Amount"), then, the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount" (determined in accordance with this Code Section 4.2280G), and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such Payments reduction) minus the amount of tax required to be paid by Executive thereon by Code Section 4999, then the Termination Benefits shall be reduced to the maximum amount that would result in no portion Non-Triggering Amount. The allocation of the Payments being subject to reduction required hereby among the Excise TaxTermination Benefits shall be determined by Executive. Notwithstanding the foregoing, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the Excise Tax) if no preceding sentences of this subsection 6.6(a), it is determined that the Executive received an excess parachute payment despite the reduction is made. The amount in the Executive's Termination Benefits, the excess of required reduction, if anysuch Termination Benefits paid to the Executive over 2.99 times the Executive's "base amount," as defined in Section 280G of the Code, shall be the smallest amount so that treated as a loan to the Executive's net proceeds with respect , and the Executive shall be required to repay such amount to the Payments (after taking into account payment of any Excise Tax and all federalBank or the Company, state and local income, employment or other taxes) shall be maximized. If, notwithstanding any reduction described in this Section 4.2 (or in the absence of any such reduction), the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax (or subject to a different amount successor of the Excise Tax than determined by the Company Bank or the Executive)Company, then Section 4.2(c) shall apply. If within ten years of the Excise Tax is not eliminated pursuant date of such determination, with interest at the prime rate as set forth from time to this Section 4.2, Executive shall pay the Excise Taxtime in The Wall Street Journal.