Common use of Change in Control Restrictions Clause in Contracts

Change in Control Restrictions. (a) In the event any payment(s) or the value of any benefit(s) received or to be received by Employee in connection with Employee’s termination of employment or contingent upon a change in control (whether received or to be received pursuant to the terms of this Agreement or of any other plan, arrangement or agreement of the Employer, its successors, any person whose actions result in a change in control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a change in control, will become affiliated with any of them) (collectively, the “Payments”)), are determined, under the provisions of Section 8.0(c) below, to be subject to an excise tax imposed by Code Section 4999 (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this Section 8.0(a), then the Employer shall reduce the aggregate amount of the Payments payable to the Employee such that the value of such Payments (determined in accordance with Section 280G of the Code or any successor provision thereto) are, after such reduction, no greater than 95% of the Employee’s “base amount” as of the date of such change in control and such that no Excise Tax shall be payable by the Employee, and the Payments shall not cease to be deductible by the Employer by reason of Section 280G of the Code (or any successor provision thereto).

Change in Control Restrictions. (a) In the event any payment(s) or the value of any benefit(s) received or to be received by Employee Executive in connection with EmployeeExecutive’s termination of employment or contingent upon a change in control (whether received or to be received pursuant to the terms of this Agreement or of any other plan, arrangement or agreement of the EmployerCompany, its successors, any person whose actions result in a change in control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a change in control, will become affiliated with any of them) (collectively, the “Payments”)), are determined, under the provisions of Section 8.0(c) belowSubsection 2.7(c), to be subject to an excise tax imposed by Code Section 4999 (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this Section 8.0(a2.7(a), then the Employer Company shall reduce the aggregate amount of the Payments payable to the Employee Executive such that the value of such Payments (determined in accordance with Section 280G of the Code or any successor provision thereto) are, after such reduction, no greater than 95% of the EmployeeExecutive’s “base amount” as of the date of such change in control and such that no Excise Tax shall be payable by the EmployeeExecutive, and the Payments shall not cease to be deductible by the Employer Company by reason of Section 280G of the Code (or any successor provision thereto).