Manner of Reduction. Any such reduction shall be made in accordance with Code Section 409A and the following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to the requirements of Code Section 409A shall be reduced first; and (ii) all other Covered Payments shall then be reduced as follows: (A) cash payments shall be reduced before non-cash payments; and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date.
Manner of Reduction. If the determination made pursuant to Section 5.1 results in a reduction of the payments that would otherwise be paid to the Executive except for the application of Section 5.1, the Executive may then elect, in his sole discretion, which and how much of any particular entitlement shall be eliminated or reduced and shall advise the Company in writing of his election within ten (10) days of the determination of the reduction in payments. If no such election is made by the Executive within such ten-day period, the Company may elect which and how much of any entitlement shall be eliminated or reduced and shall notify the Executive promptly of such election.
Manner of Reduction. If the determination made pursuant to Section 5.1 results in a reduction of the payments that would otherwise be paid to the Employee except for the application of Section 5.1, the Employee may then elect, in his or her sole discretion, which and how much of any particular entitlement shall be eliminated or reduced and shall advise the Company in writing of his or her election within ten (10) days of the determination of the reduction in payments. Notwithstanding the foregoing, however, none of the selected Payments may be “nonqualified deferred compensation” subject to Section 409A of the Code. In the event the Employee fails to select an order in which Payments are to be reduced, or cannot select such an order without selecting payments that would be “nonqualified deferred compensation” subject to Section 409A of the Code, the Company shall (to the extent feasible) make the determination as to the the order in which such payments would be made (with reduction of payments in reverse chronological order (that is, the payment owed on the latest date following the occurrence of the event triggering the excise taxes under Section 4999 of the Code will be the first payment to be reduced)
Manner of Reduction. If it is determined that the Executive should receive a Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. Within ten (10) days after receiving such notice and calculations, the Executive shall advise the Company in writing of the manner in which the Agreement Payments shall be reduced. If no such election is made by the Executive within such ten (10) day period, the Company shall make the Agreement Payments in the manner prescribed in Section 11 above until the Reduced Amount has been paid to the Executive, after which the Agreement Payments shall cease.
