Common use of Excise Tax Provision Clause in Contracts

Excise Tax Provision. Anything herein to the contrary notwithstanding, to the extent that any payment, entitlement or benefit provided under this Agreement or any other agreement, plan, policy, program or arrangement of the Company (the "Payments") would be subject to the imposition of the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar Federal or state law (an "Excise Tax"), the Payments shall be reduced (but not below zero) to the maximum amount as will result in no portion of the Payments being subject to such Excise Tax (the "Safe Harbor Cap"), but only if the net after-tax amount that would be received by the Employee, taking into account all applicable Federal, state and local income taxes and the imposition of the Excise Tax, is greater than the net after-tax amount that would be received by the Employee if Payments are not reduced to the Safe Harbor Cap. Unless the Employee has given prior written notice specifying a different order to the Company to effectuate the reductions described in the preceding sentence, the Company shall reduce or eliminate the Payments to the Safe Harbor Cap, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments. Any notice given by the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Employee's rights and entitlements to any benefit, entitlement or compensation.