Common use of Effect on Other Agreements Clause in Contracts

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.2) in the following order of priority: (a) Change in Control Payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b); and (c) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. § 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.2) in the following order of priority: (a) Change in Control Payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b); and (c) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. § 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 8.2(b) will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.28.2(b)) in the following order of priority: (ai) Change in Control Payments under this Agreement; (bii) Benefit Plan benefit continuation pursuant to Section 7.2.1(b8.2(a)(ii); and (ciii) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") Agreement has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. 280G, the reduction in Change in Control Payments pursuant to this Section 7.2.2 5.3 will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation Company and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation Company will be reduced (only to the extent described in Section 7.2.25.3.1) in the following order of priority: (a) Change in Control Payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b)continuation; and (c) The acceleration in the exercisability of any stock option or other stock related award granted by CorporationCompany.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing provides for payments or benefits to Executive in connection with a change in control (“Other Payments (an "Other Agreements”), including without limitation the Stock Option Award Agreement and the Restricted Stock Unit Award Agreement") has a provision , Corporation and Executive agree that requires a reduction in the Other Payment payments and benefits governed by such Other Agreement Agreements will be subject to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. 280G, the reduction in Change in Control Payments pursuant payments under Section 6.5.1 (even if post-termination payments are not to Section 7.2.2 will be given effect before any reduction in the Other Payment pursuant to the Other made under this Agreement). To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.26.5.1) in the following order of priority: (a) Change in Control Payments Post-termination payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b)Any cash payments under any Other Agreement; and (c) The acceleration in of the exercisability or vesting of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") Agreement has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. 280G, the reduction in Change in Control Payments pursuant to this Section 7.2.2 5.3 will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation Company and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation Company will be reduced (only to the extent described in Section 7.2.25.3.1) in the following order of priority: (a) Change in Control Payments under this Agreement; ; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b)continuation; and (c) The acceleration in the exercisability of any stock option or other stock related award granted by CorporationCompany.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments payments to Xxxxxxxxx (an "“Other Agreement"”) has a provision that requires a reduction in the Other Payment payments governed by such Other Agreement to avoid or eliminate an "“excess parachute payment" ” for purposes of IRC ss. § 280G, the reduction in Change in Control Payments payments pursuant to Section 7.2.2 6.6.1 will be given effect before any reduction in the Other Payment payments pursuant to the Other Agreement. To the extent possible, Corporation and Executive Xxxxxxxxx agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.26.6.1) in the following order of priority: (a) Change in Control Payments Post-termination payments under this Agreement; (b) Benefit Plan benefit continuation pursuant to Section 7.2.1(b)6.3.1; and (c) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "Other Agreement") has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "excess parachute payment" for purposes of IRC ss. § 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 8.2(b) will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.28.2(b)) in the following order of priority: (ai) Change in Control Payments under this Agreement;; EMPLOYMENT AGREEMENT - 15 - (bii) Benefit Plan benefit continuation pursuant to Section 7.2.1(b8.2(a)(ii); and (ciii) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.

Effect on Other Agreements. In the event that any other agreement, plan, or arrangement providing for Other Payments (an "“Other Agreement"”) has a provision that requires a reduction in the Other Payment governed by such Other Agreement to avoid or eliminate an "“excess parachute payment" ” for purposes of IRC ss. § 280G, the reduction in Change in Control Payments pursuant to Section 7.2.2 7.2(b) will be given effect before any reduction in the Other Payment pursuant to the Other Agreement. To the extent possible, Corporation and Executive agree that reductions in benefits under any plan, program, or arrangement of Corporation will be reduced (only to the extent described in Section 7.2.27.2(b)) in the following order of priority: (ai) Change in Control Payments under this Agreement; (bii) Benefit Plan benefit continuation pursuant to Section 7.2.1(b7.2(a)(ii); and (ciii) The acceleration in the exercisability of any stock option or other stock related award granted by Corporation.