Common use of Limitation on Payments and Benefits Clause in Contracts

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c).

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the Optionee has the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section Section 1504(a) of the Code without regard to section Section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company, should be reduced, and whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you the Optionee and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you the Optionee and the Company. The Company will Unless otherwise determined in the sole discretion of the Committee, the Optionee shall pay or reimburse you on demand for the reasonable any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make the determinations under this clause (c)Section 12.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an "Excess Parachute Payment," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence shall be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of the Company, if requested by the Executive or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should by the Company's independent accountants. The fact that the Executive's right to payments or benefits may be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 reduced by reason of the Code (includinglimitations contained in this Section 5 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, without limitation, that "payments" under such agreement the Executive shall be reduced). You will also have the right entitled to designate the particular payments, payments and/or benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results so reduced in additional expense order to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as give effect to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Companythis Section 5. The Company will pay or reimburse you on demand for shall provide the reasonable fees, costs and expenses Executive with all information reasonably requested by the Executive to permit the Executive to make such designation. In the event that the Executive fails to make such designation within 10 business days of the counsel or accountant selected to make Termination Date, the determinations under this clause (c)Company may effect such reduction in any manner it deems appropriate. 6.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the Optionee has the right to receive from the Company, or any corporation which is a member of an "“affiliated group" ” (as defined in section Section 1504(a) of the Code without regard to section Section 1504(b) of the Code) of which the Company is a member ("“Affiliate"”), constitute an "“excess parachute payment" ” (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "“excess parachute payments" ” and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company, should be reduced, and whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "“payments" ” under such agreement be reduced). You The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you the Optionee and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you the Optionee and the Company. The Company will Unless otherwise determined in the sole discretion of the Committee, the Optionee shall pay or reimburse you on demand for the reasonable any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make the determinations under this clause (c)Section 11.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the Optionee has the right to receive from the Company, or any corporation which is a member of an "“affiliated group" ” (as defined in section Section 1504(a) of the Code without regard to section Section 1504(b) of the Code) of which the Company is a member ("“Affiliate"”), constitute an "“excess parachute payment" ” (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "“excess parachute payments" ” and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company, should be reduced, and whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "“payments" ” under such agreement be reduced). You The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you the Optionee and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you the Optionee and the Company. The Company will Unless otherwise determined in the sole discretion of the Committee, the Optionee shall pay or reimburse you on demand for the reasonable any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make the determinations under this clause (c)Section 12.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement (taking into account all other amounts and benefits to be paid or provided to or for the benefit of the Consultant by the Company or any affiliate thereof under this Agreement or otherwise as though all such other amounts and benefits had already been so paid or provided) would be an "Excess Parachute Payment," within the meaning of Section 280G of the United States Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of United States state law, and any applicable United States federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided under this Agreement is required pursuant to the preceding sentence shall be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of the Company, if requested by the Consultant or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should by the Company's independent accountants. The fact that the Consultant's right to payments or benefits may be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 reduced by reason of the Code (includinglimitations contained in this Section 5 shall not of itself limit or otherwise affect any other rights of the Consultant other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement is required to be reduced pursuant to this Section 5, without limitation, that "payments" under such agreement the Consultant shall be reduced). You will also have the right entitled to designate the particular payments, payments and/or benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results so reduced in additional expense order to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as give effect to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Companythis Section 5. The Company will pay or reimburse you on demand for shall provide the reasonable fees, costs and expenses Consultant with all information reasonably requested by the Consultant to permit the Consultant to make such designation. In the event that the Consultant fails to make such designation within 5 business days of the counsel Bonus Date or accountant selected to make the determinations under this clause (c)Termination Date, as applicable, the Company may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding anything in any ----------------------------------- provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an "Excess Parachute Payment," within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment except that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise that is required pursuant to the preceding sentence shall be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of the Company, if requested by the Executive or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should by the Company's independent accountants. The fact that the Executive's right to payments or benefits may be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 reduced by reason of the Code (includinglimitations contained in this Section 5 shall not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, without limitation, that "payments" under such agreement the Executive shall be reduced). You will also have the right entitled to designate the particular payments, payments and/or benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results so reduced in additional expense order to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as give effect to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Companythis Section 5. The Company will pay or reimburse you on demand for shall provide the reasonable fees, costs and expenses Executive with all information reasonably requested by the Executive to permit the Executive to make such designation. In the event that the Executive fails to make such designation within 10 business days of the counsel or accountant selected to make Termination Date, the determinations under this clause (c)Company may effect such reduction in any manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the Optionee has the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section Section 1504(a) of the Code without regard to section Section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company, should be reduced, and whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you the Optionee and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you the Optionee and the Company. The Company will Unless otherwise determined in the sole discretion of the Committee, the Optionee shall pay or reimburse you on demand for the reasonable any and all fees, costs and expenses of the counsel or accountant selected by the Optionee to make the determinations under this clause (c)Section 11.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto, but for the application of this sentence, then the payments and benefits to be paid or provided under this Agreement shall be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment except that the foregoing reduction shall be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income taxes). The determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise that is required pursuant to the preceding sentence shall be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of the Company, if requested by the Employee or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should by the Company’s independent accountants. The fact that the Employee’s right to payments or benefits may be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 reduced by reason of the Code (includinglimitations contained in this Section 8C shall not of itself limit or otherwise affect any other rights of the Employee other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 8C, without limitation, that "payments" under such agreement the Employee shall be reduced). You will also have the right entitled to designate the particular payments, payments and/or benefits or awards that are to be reducedso reduced in order to give effect to this Section 8C. The Company shall provide the Employee with all information reasonably requested by the Employee to permit the Employee to make such designation. In the event that the Employee fails to make such designation within 10 business days of the Termination Date, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company may effect such reduction in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c)manner it deems appropriate.

Limitation on Payments and Benefits. Notwithstanding anything in this ----------------------------------- Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c).

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 3 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to he provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of the Company by the Company’s independent accountants, or any corporation which is determination shall take into account a member of an "affiliated group" (as defined in section 1504(a) reasonable compensation analysis of the Code without regard to section 1504(b) value of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits services provided or awards to be made provided by Executive, including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived similar covenant applicable to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 of the Code Executive (including, without limitation, that "payments" under such agreement be reducedthose contemplated by Sections 6, 7 and 8 of this Agreement). You will also have the The fact that Executive’s right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits may be reduced by reason of the limitations contained in this Section 3 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is necessary must required to be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable reduced pursuant to this Section 3, the Company will reduce Executive’s payment and/or benefits, to the Companyextent required, in the following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and such determination will be conclusive and binding upon you and (iv) the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses accelerated vesting of the counsel or accountant selected to make the determinations under this clause (cequity-based awards described in Section 2(c).

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, payments or benefits or awards which you have the right to receive from the Company, Company or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate")member, constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards the payments to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may Agreement shall be reduced, eliminated, modified or waived reduced to the extent necessary to prevent all, or any portion, portion of such payments, payments or benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments; provided, benefits or awards to that such reduction shall be made or provided in connection with this Agreement, or any other agreement only if the aggregate amount of the payments after such reduction exceeds the difference between you and (A) the Company, should be reduced, whether or not amount of such other agreement with payments absent such reduction minus (B) the Company or an Affiliate expressly addresses aggregate amount of the potential application of Sections 280G or excise tax imposed under section 4999 of the Code (including, without limitation, that "payments" under attributable to any such agreement be reduced). You will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no excess parachute payments arising in connection with such adjustment will be made if it results Change in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been madeControl. The determination as to whether any such decrease in the payments or benefits to be made in connection with this Agreement is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. In the event that a reduction is necessary, you will have the right to designate the particular payments or benefits that are to be reduced or eliminated so that no portion of the payments or benefits to be made or provided to you in connection with this Agreement will be excess parachute payments subject to the excise tax under Code section 4999. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (cii). For purposes of this Section 2, your employment with the Company will be deemed to have been terminated on the date on which the Company or you, as the case may be, receives Notice of Termination notwithstanding that your Date of Termination occurs following the expiration of the two hundred ten (210) calendar-day-period referenced in clause (a).

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the Recipient has the right to receive from the Company, Company or any corporation which is a member of Affiliate constitute an "affiliated group" “excess parachute payment” (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Recipient and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "“excess parachute payments" ” and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Recipient will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Recipient and the Company, should be reduced, and whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "“payments" ” under such agreement be reduced). You The Recipient will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided provided, that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you the Recipient and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you the Recipient and the Company. The Company will pay or reimburse you the Recipient on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c)Section.

Limitation on Payments and Benefits. Notwithstanding anything in this Agreement to the contrary, if any of the payments or benefits to be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an "“affiliated group" ” (as defined in section Section 1504(a) of the Code without regard to section Section 1504(b) of the Code) of which the Company is a member ("“Affiliate"”), constitute an "“excess parachute payment" ” (as defined in section Section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "“excess parachute payments" ” and therefore subject to the excise tax imposed under section Section 4999 of the Code. You The Optionee will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you the Optionee and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections Section 280G or Section 4999 of the Code (including, without limitation, that "“payments" ” under such agreement be reduced). You The Optionee will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c)Section 13.

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 3 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to he provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made or provided in connection with this Agreement, together with any other payments, benefits or awards which you have at the right to receive from expense of Exhibit 10.1 the Company by the Company’s independent accountants, or any corporation which is determination shall take into account a member of an "affiliated group" (as defined in section 1504(a) reasonable compensation analysis of the Code without regard to section 1504(b) value of the Code) of which the Company is a member ("Affiliate"), constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits services provided or awards to be made provided by Executive, including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived similar covenant applicable to the extent necessary to prevent all, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 of the Code Executive (including, without limitation, that "payments" under such agreement be reducedthose contemplated by Sections 7, 8 and 9 of this Agreement). You will also have the The fact that Executive’s right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits may be reduced by reason of the limitations contained in this Section 3 will not of itself limit or otherwise affect any other rights of Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is necessary must required to be made in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable reduced pursuant to this Section 3, the Company will reduce Executive’s payment and/or benefits, to the Companyextent required, in the following order: (i) the lump sum payment provided under Section 2(d); (ii) the lump sum payment provided under Section 2(e)(1); (iii) the lump sum payment related to Health Care Benefits provided under Section 2(f); and such determination will be conclusive and binding upon you and (iv) the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses accelerated vesting of the counsel or accountant selected to make the determinations under this clause (cequity-based awards described in Section 2(c).

Limitation on Payments and Benefits. Notwithstanding anything in any provision of this Agreement to the contrary, if any amount or benefit to be paid or provided under this Agreement would be an “Excess Parachute Payment,” within the meaning of Section 280G of the Code, or any successor provision thereto, but for the application of this sentence, then the payments and benefits identified in the last sentence of this Section 5 to be paid or provided under this Agreement will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, constitutes an Excess Parachute Payment; provided, however, that no such reduction shall be made if it is not thereby possible to eliminate all Excess Parachute Payments under this Agreement; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis (taking into account the excise tax imposed pursuant to Section 4999 of the Code, or any successor provision thereto, any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). Whether requested by the Executive or the Company, the determination of whether any reduction in such payments or benefits to be provided under this Agreement or otherwise is required pursuant to the preceding sentence will be made at the expense of the Company by the Company’s independent accountants. The fact that the Executive’s right to payments or provided benefits may be reduced by reason of the limitations contained in connection with this Section 5 will not of itself limit or otherwise affect any other rights of the Executive other than pursuant to this Agreement. In the event that any payment or benefit intended to be provided under this Agreement or otherwise is required to be reduced pursuant to this Section 5, together with any other payments, benefits or awards which you have the right to receive from the Company, or any corporation which is a member of an "affiliated group" (as defined in section 1504(a) of the Code without regard to section 1504(b) of the Code) of which the Company is a member ("Affiliate")will reduce the Executive’s payment and/or benefits, constitute an "excess parachute payment" (as defined in section 280G(b) of the Code), such payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company or its Affiliates, may be reduced, eliminated, modified or waived to the extent necessary to prevent allrequired, or any portion, of such payments, benefits or awards from becoming "excess parachute payments" and therefore subject to the excise tax imposed under section 4999 of the Code. You will have the sole right and discretion to determine whether the payments, benefits or awards to be made or provided in connection with this Agreement, or any other agreement between you and the Company, should be reduced, whether or not such other agreement with the Company or an Affiliate expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that "payments" under such agreement be reduced). You will also have the right to designate the particular payments, benefits or awards that are to be reduced, eliminated, modified or waived; provided that no such adjustment will be made if it results in additional expense to the Company in excess of expenses the Company would have experienced if no adjustment had been made. The determination as to whether any such decrease in the payments or benefits is necessary must be made following order: (i) the lump sum payment provided under Paragraph 1 of Annex A; (ii) the lump sum payment provided under Paragraph 2 of Annex A; (iii) the continuation of Welfare Benefits provided under Paragraph 3 of Annex A; and (iv) the accelerated vesting of equity-based awards described in good faith by legal counsel or a certified public accountant selected by you and reasonably acceptable to the Company, and such determination will be conclusive and binding upon you and the Company. The Company will pay or reimburse you on demand for the reasonable fees, costs and expenses of the counsel or accountant selected to make the determinations under this clause (c)Section 4.