Common use of Limitation or Additional Payment Clause in Contracts

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive under this Agreement (without regard to any amount payable under this Section 7.1) and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then Section 7.1.1 or Section 7.1.2 below shall apply: 7.1.1 In the event that the Total Payments (without regard to this Section 7) do not exceed 115% of the maximum amount that could be paid to Executive without becoming subject to the Excise Tax, then notwithstanding anything in this Agreement to the contrary the amount payable to Executive under Section 6 above shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 In the event that the Total Payments (without regard to this Section 7) exceed 115% of the maximum amount that could be paid to Executive without becoming subject to the Excise Tax, then Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount that will place Executive in substantially the same after-tax economic position that he would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive you under this Agreement (without regard to any amount payable under this Section 7.1) Amendment and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "“Total Payments"”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then Section 7.1.1 (4.1(a)) or Section 7.1.2 (4.1(b)) below shall apply: 7.1.1 (a) In the event that the Total Payments (without regard to this Section 74) do not exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then notwithstanding anything in this Agreement Amendment to the contrary the amount payable to Executive you under Section 6 1 above shall be reduced such that the value of the aggregate Total Payments that Executive is you are entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (b) In the event that the Total Payments (without regard to this Section 74) exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then Executive you shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount that will place Executive you in substantially the same after-tax economic position that he you would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive you under this Agreement (without regard to any amount payable under this Section 7.1) Amendment and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then Section 7.1.1 (4.1(a)) or Section 7.1.2 (4.1(b)) below shall apply: 7.1.1 (a) In the event that the Total Payments (without regard to this Section 74) do not exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then notwithstanding anything in this Agreement Amendment to the contrary the amount payable to Executive you under Section 6 1 above shall be reduced such that the value of the aggregate Total Payments that Executive is you are entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (b) In the event that the Total Payments (without regard to this Section 74) exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then Executive you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount that will place Executive you in substantially the same after-tax economic position that he you would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive MWW under this CIC Agreement (without regard to any amount payable under this Section 7.1) and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "“Total Payments"”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "“Excise Tax"”), then Section 7.1.1 (4.1(a)) or Section 7.1.2 (4.2(b)) below shall apply: 7.1.1 (a) In the event that the Total Payments (without regard to this Section 74) do not exceed 115% of the maximum amount that could be paid to Executive MWW without becoming subject to the Excise Tax, then notwithstanding anything in this CIC Agreement to the contrary the amount payable to Executive you under Section 6 1 above shall be reduced such that the value of the aggregate Total Payments that Executive MWW is entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (b) In the event that the Total Payments (without regard to this Section 74) exceed 115% of the maximum amount that could be paid to Executive MWW without becoming subject to the Excise Tax, then Executive MWW shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount that will place Executive MWW in substantially the same after-tax economic position that he MWW would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive MWW under this CIC Agreement (without regard to any amount payable under this Section 7.1) and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then Section 7.1.1 (4.1(a)) or Section 7.1.2 (4.2(b)) below shall apply: 7.1.1 (a) In the event that the Total Payments (without regard to this Section 74) do not exceed 115% of the maximum amount that could be paid to Executive MWW without becoming subject to the Excise Tax, then notwithstanding anything in this CIC Agreement to the contrary the amount payable to Executive you under Section 6 1 above shall be reduced such that the value of the aggregate Total Payments that Executive MWW is entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (b) In the event that the Total Payments (without regard to this Section 74) exceed 115% of the maximum amount that could be paid to Executive MWW without becoming subject to the Excise Tax, then Executive MWW shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount that will place Executive MWW in substantially the same after-tax economic position that he MWW would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive you under this Agreement (without regard to any amount payable under this Section 7.1) Amendment and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "Excise Tax"), then Section 7.1.1 (4.1(a)) or Section 7.1.2 (4.2(b)) below shall apply: 7.1.1 (a) In the event that the Total Payments (without regard to this Section 74) do not exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then notwithstanding anything in this Agreement Amendment to the contrary the amount payable to Executive you under Section 6 1 above shall be reduced such that the value of the aggregate Total Payments that Executive is you are entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (b) In the event that the Total Payments (without regard to this Section 74) exceed 115% of the maximum amount that could be paid to Executive you without becoming subject to the Excise Tax, then Executive you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount that will place Executive you in substantially the same after-tax economic position that he you would have enjoyed if the Excise Tax had not applied to the Total Payments.

Limitation or Additional Payment. In the event that any portion of the payments and benefits provided to Executive under this Agreement (without regard to any amount payable under this Section 7.1) and any other payments and benefits under any other agreement with or plan of the Company (in the aggregate, "“Total Payments"”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "“Excise Tax"”), then Section 7.1.1 sub-section (a)(i) or Section 7.1.2 (a)(ii) below shall apply: 7.1.1 (i) In the event that the Total Payments (without regard to this Section 711) do not exceed are less than or equal to 115% of the maximum amount that could be paid to Executive without becoming subject to the Excise Tax, then notwithstanding anything in this Agreement to the contrary the amount payable to Executive under Section 6 above Sections 9 or 10 shall be reduced such that the value of the aggregate Total Payments that Executive is entitled to receive shall be one dollar ($1) less than such maximum amount. 7.1.2 (ii) In the event that the Total Payments (without regard to this Section 711) exceed are greater than 115% of the maximum amount that could be paid to Executive without becoming subject to the Excise Tax, then Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount that will place Executive in substantially the same after-tax economic position that he Executive would have enjoyed if the Excise Tax had not applied to the Total Payments.