Common use of Manner of Reduction Clause in Contracts

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 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)