Common use of CHANGE OF CONTROL RELATED PROVISIONS Clause in Contracts

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount") the value of which is One Dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs Section 5 (the "“Termination Benefits"”) constitute an "“excess parachute payment" ” under Section 280G of the Code or any successor theretohereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "“Non-Triggering Amount") ”), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times the Executive's "“base amount," ”, as determined in accordance with said section Section 280G. The allocation of the Any required reduction required hereby among in the Termination Benefits provided shall first be made by reducing the lump sum cash amount payable pursuant to Section 5 shall be determined by Executive5(c) hereof.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "“Termination Benefits"”) constitute an "“excess parachute payment" ” under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "“Non-Triggering Amount") ”), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times Executive's "’s “base amount," ”, as determined in accordance with said section Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G 28OG of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount") ), the value of which is One Dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said section Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions paragraphs of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount") ), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," ", as determined in accordance with said section Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") or otherwise constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount") ), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," ", as determined in accordance with said section Section 280G. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to the Executive under said paragraphs Section 5 (the "“Termination Benefits"”) constitute an "“excess parachute payment" ” under Section 280G of the Code or any successor theretohereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "“Non-Triggering Amount") ”), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times the Executive's "’s “base amount," ”, as determined in accordance with said section Section 280G. The allocation of the Any required reduction required hereby among in the Termination Benefits provided shall first be made by reducing the lump sum cash amount payable pursuant to Section 5 shall be determined by Executive5(c) hereof.

CHANGE OF CONTROL RELATED PROVISIONS. 5 Notwithstanding the provisions of Section 5, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G 280a of the Code or any successor thereto, and in order to avoid such a result, Termination Benefits will be reduced, if necessary, to or an amount (the "Non-Triggering Amount") ), the value of which is One Dollar one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," ", as determined in accordance with said section 280G. Section 280a. The allocation of the reduction required hereby among the Termination Benefits provided by Section 5 shall be determined by Executive.