Common use of Events Triggering Reduction of Severance Benefits Clause in Contracts

Events Triggering Reduction of Severance Benefits. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due, the Company will make no additional payments to the Executive to cover the cost of such excise tax (a “Gross-Up Payment”) and the aggregate amount of Severance Payments payable to the Executive under this Agreement, or any other agreement with or plan of the Company, shall be reduced to the largest amount which would both (i) not cause any excise tax to be payable by the Executive, and (ii) not cause any of the Severance Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Code, and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.

Events Triggering Reduction of Severance Benefits. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company (in the aggregate, “Total Payments”) would constitute an “excess parachute payment,” such that a golden parachute excise tax is due, the Company will make no additional payments to the Executive to cover the cost of such excise tax (a “Gross-Up Payment”) and the aggregate amount of Severance Payments payable to the Executive under this Agreement, or any other agreement with or plan of the Company, shall be reduced to the largest amount which would both (i) not cause any excise tax to be payable by the Executive, and (ii) not cause any of the Severance Payments to become nondeductible by the Company by reason of Section 280G of the Code (or any successor provision thereto). For purposes of this Agreement, the term “excess parachute payment” shall have the meaning assigned to such term in Section 280G of the Code, and the term “excise tax” shall mean the tax imposed on such excess parachute payment pursuant to Sections 280G and 4999 of the Code.. 5.2