Common use of DEFRA Clause in Contracts

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("DEFRA"), and Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") relating to "excess parachute payments" (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to the largest amount such that the provisions of DEFRA and Section 280G of the Code relating to "excess parachute payments" shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "excess parachute payments" shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "Overpayment"). If it is determined by the Company's outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "Excess Parachute Payment" as defined in Section 280G(b)(1) of the Code), then any such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest from the date of the making of the Overpayment at the rate of 8% per annum on the later to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the Overpayment.

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("“DEFRA"”), and Section 280G of the Internal Revenue Code of 1986, 1980 as amended (the "“Code"”) relating to "“excess parachute payments" ” (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to the largest amount such that the provisions of DEFRA and Section 280G of the Code relating to "“excess parachute payments" ” shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "“excess parachute payments" ” shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) 280G of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "“Overpayment"”). If it is determined by the Company's ’s outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "Excess Parachute Payment" “excess parachute payment” as defined in Section 280G(b)(1) of the Code), then any Executive shall promptly pay to the Company the amount of such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest thereon (at the same rate as is applied to determine the present value of payments under Section 280G or any successor thereto) from the date of the making of the Overpayment at the rate of 8% per annum on the later reimbursable payment was received by Executive to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it the same is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, repaid to the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the OverpaymentCompany.

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("“DEFRA"”), and Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) relating to "“excess parachute payments" ” (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to the largest amount such that the provisions of DEFRA and Section 280G of the Code relating to "“excess parachute payments" ” shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "“excess parachute payments" ” shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "“Overpayment"”). If it is determined by the Company's ’s outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "“Excess Parachute Payment" ” as defined in Section 280G(b)(1) of the Code), then any such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's ’s personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest from the date of the making of the Overpayment at the rate of 8% per annum on the later to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the Overpayment.

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("“DEFRA"”), and Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) relating to "“excess parachute payments" ” (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to the largest amount such that the provisions of DEFRA and Section 280G of the Code relating to "“excess parachute payments" ” shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "“excess parachute payments" ” shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "“Overpayment"”). If it is determined by the Company's ’s outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "“Excess Parachute Payment" ” as defined in Section 280G(b)(1) of the Code), then any such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's ’s personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest from the date of the making of the Overpayment at the rate of 8% per annum on the later to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the Overpayment.

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("“DEFRA"”), and Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) relating to "“excess parachute payments" ” (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to the largest amount such that the provisions of DEFRA and Section 280G of the Code relating to "“excess parachute payments" ” shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "“excess parachute payments" ” shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "“Overpayment"”). If it is determined by the Company's ’s outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "“Excess Parachute Payment" ” as defined in Section 280G(b)(1280G(b)(l) of the Code), then any such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's ’s personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest from the date of the making of the Overpayment at the rate of 8% per annum on the later to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the Overpayment.

DEFRA. (i) Notwithstanding anything in this Agreement or any other agreement between the Executive and the Company to the contrary, in the event that the provisions of the Deficit Reduction Act of 1984 ("“DEFRA"”), and Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”) relating to "“excess parachute payments" ” (as defined in the Code) shall be applicable to any payment or benefit received or to be received by Executive, then the total amount of payments or benefits payable to Executive shall be reduced to by the largest least amount necessary such that the provisions of DEFRA and Section 280G of the Code relating to "“excess parachute payments" ” shall no longer be applicable. Should such a reduction be required, the Executive shall determine, in the exercise of his sole discretion, which payment or benefit to reduce or eliminate. Pending such determination, the Company shall continue to make all other required payments to Executive at the time and in the manner provided herein and shall pay the largest portion of any parachute payments such that the provisions of DEFRA relating to "“excess parachute payments" ” shall no longer be applicable. (ii) Due to the complexity in the application of Section 280(G) 280G of the Code, it is possible that payments made or benefits received hereunder should not have been made under clause (e)(i) above (an "“Overpayment"”). If it is determined by the Company's ’s outside auditors in their reasonable good faith judgment or by any court of competent jurisdiction that an Overpayment has been made resulting in an "Excess Parachute Payment" “excess parachute payment” as defined in Section 280G(b)(1) of the Code), then any Executive shall promptly pay to the Company the amount of such Overpayment shall be treated for all purposes as an unsecured, long-term loan from the Company to the Executive, or the Executive's personal representative, successors or assigns, as the case may be, that is payable, together with accrued interest thereon (at the same rate as is applied to determine the present value of payments under Section 280G or any successor thereto) from the date of the making of the Overpayment at the rate of 8% per annum on the later reimbursable payment was received by Executive to occur of the third anniversary of the payment of such Overpayment, or 6 months following the date upon which it the same is determined an Overpayment was made. Should it be determined that such an Overpayment has been made, repaid to the Executive shall determine, in the exercise of his sole discretion, which payments or benefits shall be deemed to constitute the OverpaymentCompany.