Common use of Excise Tax Limitation Clause in Contracts

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Employee or for the Employee's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) 5.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (ai) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toto you, or for the benefit ofyour benefit, Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive you shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive you shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating cash payments and then by reducing or eliminating the portion portions of the Payments which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s your rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Executive’s receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Executive. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) A. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined)) is delivered to the Company and the Executive. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “"Total Payments”) would ), is or will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained Except as provided in this Agreement to the contrarySection 5.7 (c), to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution, or acceleration of vesting to or for the benefit ofof the Executive by Charter (within the meaning of Section 280G of the Code and regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement, the Incentive Stock Plan, the Cash Award Plan, or otherwise (such payments the "Total Payments") is or benefits are collectively referred to as the “Payments”) would will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Total Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Executive received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless the Executive shall have given prior written notice specifying a different order to Employer Charter to effectuate the foregoing, Employer Charter shall reduce or eliminate the Payments, Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) 10.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan or any other Employer plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”the"Code"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to date the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation."Determination"

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)), to the Employee or for the Employee’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee’s employment with the Company or a Change of Control (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “Limited Payment Amount”). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Employee’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all of the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under this Agreement or any other Employer plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") in connection with, or arising out of, her employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets would be subject to the imposition of excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to such reduction would result in the Executive shall be subject to retaining a larger amount, on an after tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax Tax), than if the Executive received all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoinglimitations described in the preceding sentence, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (ai) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)amended, the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are is not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) 9.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan or any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined)) is delivered to the Company and the Executive. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Executive's receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Executive. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (aI) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)amended, the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are is not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) 4.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement ("Agreement Payments") and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Total Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Agreement Payments shall be reduced (but not below zero) or eliminated if and to the extent necessary so that no Agreement Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Agreement Payments, by first reducing or eliminating the portion of the Agreement Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits Agreement Payments which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Executive by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder), or any affiliate of such payments person, whether paid or benefits are collectively referred payable or distributed or distributable pursuant to as the terms of this Agreement or otherwise (the “Total Payments”) would is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Total Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account Executive’s applicable federal, state and local income taxes and the Excise Tax (Tax), than if the Executive received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, Total Payments by first reducing or eliminating compensation or benefits that are treated as being entirely subject to the Excise Tax, starting with the portion of the Payments thereof which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are is to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise -------- ------ Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as --- amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive ---------------------- shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation.