Common use of Deductibility Clause in Contracts

Deductibility. (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, any Person whose actions result in a Change in Control or any Person affiliated with the Employer or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Employer, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and the noncash Severance Payments shall thereafter be reduced (if necessary, to zero); PROVIDED, HOWEVER, that the Employee may elect (at any time prior to the delivery of a Notice of Termination hereunder) to have the noncash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

Deductibility. (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's ’s employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, any Person whose actions result in a Change in Control or any Person affiliated with the Employer or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "“Total Payments"”) would not be deductible (in whole or part), by the Employer, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and the noncash Severance Payments shall thereafter be reduced (if necessary, to zero); PROVIDED, HOWEVER, that the Employee may elect (at any time prior to the delivery of a Notice of Termination hereunder) to have the noncash non-cash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

Deductibility. (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, any Person whose actions result in a Change in Control or any Person affiliated with the Employer or such Person) (all such payments and benefitsbene fits, including the Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Employer, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and the noncash Severance Payments shall thereafter be reduced (if necessary, to zero); PROVIDED, HOWEVER, that the Employee may elect (at any time prior to the delivery of a Notice of Termination hereunder) to have the noncash non cash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.

Deductibility. (A) Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Employer, any Person whose actions result in a Change in Control or any Person affiliated with the Employer or such Person) (all such payments and benefits, including the Severance Payments, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Employer, an affiliate or Person making such payment or providing such benefit as a result of section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the cash Severance Payments shall first be reduced (if necessary, to zero), and the noncash Severance Payments shall thereafter be reduced (if necessary, to zero); PROVIDED, HOWEVER, that the Employee may elect (at any time prior to the delivery of a Notice of Termination hereunder) to have the noncash non-cash Severance Payments reduced (or eliminated) prior to any reduction of the cash Severance Payments.