Common use of Mandatory Reduction of Payments in Certain Events Clause in Contracts

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax and all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto), to (ii) the net benefit to Executive after the payment of all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto) if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the "Reduced Amount"). In that event, Executive shall direct which Payments are to be modified or reduced.

Mandatory Reduction of Payments in Certain Events. (a) 14.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "“Payment"”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the "“Excise Tax"”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax and all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto)Tax, to (ii) the net benefit to Executive after the payment of all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto) if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the "“Reduced Amount"”). In that eventThe reduction of the Payments due hereunder, Executive if applicable, shall direct which be made in such a manner as to maximize the economic present value of all Payments are actually made to be modified or reducedExecutive, determined by the Determination Firm as defined in Section 14.2 below.

Mandatory Reduction of Payments in Certain Events. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "“Payment"”) would be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then, prior to the making of any Payment to Executive, a calculation shall be made comparing (i) the net benefit to Executive of the Payment after payment of the Excise Tax and all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto)Tax, to (ii) the net benefit to Executive after the payment of all federal, state and local income taxes with respect to the Payment (and any interest and penalties imposed with respect thereto) if the Payment had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payment shall be limited to the extent necessary to avoid being subject to the Excise Tax (the "“Reduced Amount"”). In that eventThe reduction of the Payments due hereunder, if applicable, shall be made in such a manner as to maximize the economic present value of all Payments actually made to Executive shall direct which Payments are to be modified or reducedas of the date of the Change in Control using the discount rate required by Section 280G(d)(4) of the Code.