Common use of Limitation on Payment and Benefits Clause in Contracts

Limitation on Payment and Benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of the Treasury (the “Department”) Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit Limit”): (A) the Safe Harbor Amount, or (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. (ii) All determinations to be made under this Section 6(c) shall be made by an independent public accounting firm chosen by the Corporation (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code. (iii) In the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii) shall be borne solely by the Corporation. (v) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (ia) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“"Total Payments”") would otherwise exceed the amount (the “"Safe Harbor Amount”") that may be received by the Executive Employee without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") and the Department of the Treasury (the “"Department”") Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “"Benefit Limit”"): (AI) the Safe Harbor Amount, or (BII) the greatest after-tax amount payable to the Executive Employee after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. (iib) All determinations to be made under this Section 6(c) 6.3 shall be made by an independent public accounting firm chosen by the Corporation (the “"Accounting Firm”"). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive Employee pursuant to this Agreement, and the amount of the Executive’s Employee's potential parachute payment under section 280G of the Code shall reduced reduce by the value of those restrictive covenants to the extent consistent with section 280G of the Code. (iiic) In the event the Internal Revenue Service notifies the Executive Employee of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive Employee shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive Employee with respect to such inquiry or assessment, and the Executive Employee shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.. ​ ​ (ivd) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii6.3(b) or any attorney or accountant appointed to represent the Executive Employee pursuant to Section 6(c)(iii6.3(c) shall be borne solely by the Corporation. (ve) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c)6.3, such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the ExecutiveEmployee. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the ExecutiveEmployee. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates Employer to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of the Treasury (the “Department”) Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit Limit”): (A) the The Safe Harbor Amount, or (B) the The greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. (ii) All determinations to be made under this Section 6(c4.3(b) shall be made by an independent public accounting firm chosen by the Corporation Employer (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall be reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code. (iii) In the event the Internal Revenue Service notifies the notices Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation Employer or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation Employer or its affiliates, the Executive shall provide notice to the Corporation Employer of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation Employer has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation Employer shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the this Agreement with respect to such inquiry or assessment. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii4.3(b)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii4.3(b)(iii) shall be borne solely by the CorporationEmployer. (v) To the extent a reduction to the Total Payments Payment is required to be made in accordance with this Section 6(c4.3(b), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of the Treasury (the “Department”) Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit Limit”):): ​ (A) the Safe Harbor Amount, oror ​ (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.. ​ (ii) All determinations to be made under this Section 6(c) shall be made by an independent public accounting firm chosen by the Corporation (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall be reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code.. ​ (iii) In the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.. ​ (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii) shall be borne solely by the Corporation.. ​ (v) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (i) Anything in Notwithstanding any provision of this Agreement to the contrary notwithstandingcontrary, in the event that a Change in Control occurs and it shall any amount or benefit to be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of provided under this Agreement or otherwise (“Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of the Treasury (the “Department”) Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit Limit”): (A) the Safe Harbor Amount, or (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 constitutes a “parachute payment’’ within the meaning of the Code on the Total Payments. (ii) All determinations to be made under this Section 6(c) shall be made by an independent public accounting firm chosen by the Corporation (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall reduced by the value of those restrictive covenants (as determined after considering any mitigating factors including, without limitation, a non-competition valuation), and but for this provision, would be subject to the extent consistent with section 280G excise tax imposed by Section 4999 of the Code. , then the totality of those amounts payable under Section 3.2.l of this Agreement shall be either: (iiia) In the event the Internal Revenue Service notifies the Executive delivered in full, or (b) delivered as to such lesser extent which would result in no portion of an inquiry with respect such payments and benefits being subject to the applicability of section 280G excise tax under Section 4999 of the Code or section Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code to (and any payment equivalent state or local excise taxes), results in the receipt by the Corporation Executive on an after-tax basis, of the greatest amount of such payments and benefits, notwithstanding that all or its affiliates, or assessment some portion of tax such amount may be taxable under section Section 4999 of the Code with respect to any payment by Code. Unless the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, Company and the Executive otherwise agree, any determination required under this provision shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii) shall be borne solely by the Corporation. (v) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(cwriting by a firm of independent public accountants selected by the Executive and reasonably acceptable to the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. The Company and the Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction and/or cancellation of acceleration of equity awards any amount required by this provision shall occur in the order that provides the maximum economic benefit following order: (1) reduction of cash payments to the Executive. In the event that acceleration Executive under Section 3.2.l(a) of equity awards is to be reduced, such acceleration this Agreement or otherwise; and (2) reduction of vesting also shall be canceled in the order that provides the maximum economic benefit other benefits paid or provided to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements Executive under Section 3.2.l (b) of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zerothis Agreement or otherwise.

Limitation on Payment and Benefits. (i) ​ i. Anything in this Agreement to the contrary notwithstanding, in the event that a Termination Pursuant to a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“"Total Payments”") would otherwise exceed the amount (the “"Safe Harbor Amount”") that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") and the Department of the Treasury (the “"Department”") Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “"Benefit Limit”):"): ​ (A) the Safe Harbor Amount, oror ​ (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments.. ​ (ii) . All determinations to be made under this Section 6(c7(c) shall be made by an independent public accounting firm chosen by the Corporation (the “"Accounting Firm”"). In determining whether ​ ​ such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall be reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code.. ​ (iii) In xxx. Xx the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment.. ​ (iv) . All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii7(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii7(c)(iii) shall be borne solely by the Corporation.. ​ (v) To x. Xx the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c7(c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Total Payments”) would otherwise exceed the amount (the “Safe Harbor Amount”) that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and the Department of the Treasury (the “Department”) Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “Benefit Limit”): (A) the Safe Harbor Amount, or (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. (ii) All determinations to be made under this Section 6(c) shall be made by an independent public accounting firm chosen by the Corporation (the “Accounting Firm”). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code. (iii) In the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the ​ Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii) shall be borne solely by the Corporation. (v) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.

Limitation on Payment and Benefits. (i) Anything in this Agreement to the contrary notwithstanding, in the event that a Change in Control occurs and it shall be determined that any payment or distribution by the Corporation or its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“"Total Payments”") would otherwise exceed the amount (the “"Safe Harbor Amount”") that may be received by the Executive without the imposition of an excise tax under section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”") and the Department of the Treasury (the “"Department”") Regulations relating thereto, then the Total Payments shall be reduced to the extent, and only to the extent, necessary to assure that their aggregate present value, as determined in accordance with the applicable provisions of section 280G of the Code, does not exceed the greater of the following dollar amounts (the “"Benefit Limit”"): (A) the Safe Harbor Amount, or (B) the greatest after-tax amount payable to the Executive after taking into account any excise tax imposed under section 4999 of the Code on the Total Payments. (ii) All determinations to be made under this Section 6(c7(c) shall be made by an independent public accounting firm chosen by the Corporation (the “"Accounting Firm”"). In determining whether such Benefit Limit is exceeded, the Accounting Firm shall make a reasonable determination of the value to be assigned to the restrictive covenants in effect for the Executive pursuant to this Agreement, and the amount of the Executive’s potential parachute payment under section 280G of the Code shall reduced by the value of those restrictive covenants to the extent consistent with section 280G of the Code. (iii) In the event the Internal Revenue Service notifies the Executive of an inquiry with respect to the applicability of section 280G of the Code or section 4999 of the Code to any payment by the Corporation or its affiliates, or assessment of tax under section 4999 of the Code with respect to any payment by the Corporation or its affiliates, the Executive shall provide notice to the Corporation of such inquiry or assessment within ten (10) days, and shall take no action with respect to such inquiry or assessment until the Corporation has responded thereto (provided such response is timely with respect to the inquiry or assessment). The Corporation shall have the right to appoint an attorney or accountant to represent the Executive with respect to such inquiry or assessment, and the Executive shall fully cooperate with such representative as a condition of the Agreement with respect to such inquiry or assessment. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section 6(c)(ii7(c)(ii) or any attorney or accountant appointed to represent the Executive pursuant to Section 6(c)(iii7(c)(iii) shall be borne solely by the Corporation. (v) To the extent a reduction to the Total Payments is required to be made in accordance with this Section 6(c7(c), such reduction and/or cancellation of acceleration of equity awards shall occur in the order that provides the maximum economic benefit to the Executive. In the event that acceleration of equity awards is to be reduced, such acceleration of vesting also shall be canceled in the order that provides the maximum economic benefit to the Executive. Notwithstanding the foregoing, any reduction shall be made in a manner consistent with the requirements of section 409A of the Code and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis, but not below zero.