Common use of Excise Tax Limitation Clause in Contracts

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Corporation to effectuate any reduction contemplated by the preceding sentence, the Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 the contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), andto the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive'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”"), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever of extent necessary so that no Payment to be made or benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 28OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), andto the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive'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”"), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever of extent necessary so that no Payment to be made or benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 28OG(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)), andto the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive’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”), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever of extent necessary so that no Payment to be made or benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 rights and entitlements to any benefits or compensation.,

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)), andto the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive’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”), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever of extent necessary so that no Payment to be made or benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 rights and entitlements to any benefits or compensation.,

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G 2800 of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Corporation to effectuate any reduction contemplated by the preceding sentence, the Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 the contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), andto the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive'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”"), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever extent necessary so that no Payment to be made of benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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 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 benefts or compensation.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contraryAgreement, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received payment or to be received by Executive benefit (“Payments”), constitute “parachute payments” within the meaning of Section 280G 28OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), andto the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, but for this Section 5or arising out of, the Executive'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”"), then the Payments shall be made to Executive either reduced (ibut not below zero) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject if and to the Excise Tax, whichever of extent necessary so that no Payment to be made or benefit to be provided to the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may shall be subject to the Excise TaxTax (such reduced Payments being hereinafter referred to as the "Limited Payment Amount"). Unless the Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the preceding sentenceLimited Payment Amount, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, 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, in the event that the benefits provided by this Agreement, together with all other payments and the value of any benefits received or to be received by Executive (“Payments”), constitute “parachute payments” within the meaning of Section 280G 2800 of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Corporation to effectuate any reduction contemplated by the preceding sentence, the Corporation shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are arc 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 Amended Agreement to the contrary, in the event that any payment or benefit (within the benefits provided by meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")) to Executive or for Executive's benefit paid or payable pursuant to the terms of this AgreementAmended Agreement or otherwise in connection with, together or arising out of, Executive's employment with all other payments and the value Company on a change of any benefits received or to be received by Executive (“Payments”), constitute “parachute payments” control within the meaning of Section 280G of the Code, and, but for this Section 5Code (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then the Payments shall be made reduced (but not below zero) but only to Executive either (i) in full or (ii) as to such lesser amount as would result in the extent necessary that no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may thereof shall be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code (the "Section 4999 Limit"). Unless Executive shall have given prior written notice specifying a different order to the Corporation Company to effectuate any reduction contemplated by the limitations described in the preceding sentence, the Corporation Company shall reduce or eliminate the Payments by first reducing or eliminating those Payments that are not payable in cash payments and then by reducing those payments or benefits which are not payable in casheliminating cash Payments, in each case in reverse order beginning with payments or benefits which Payments that are to be paid the farthest in time from the Determination (as hereinafter defineddefined in Section 6.3(b)). 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.