Common use of Net After-Tax Benefit Clause in Contracts

Net After-Tax Benefit. Notwithstanding any other provision of this Plan to the contrary, if payments made under Section 3.6 of this Plan or otherwise from the Plan Sponsor or any affiliate of the Plan Sponsor are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant (based upon the rates in effect as set forth in the Code under state and local laws at the time of the Participant’s termination of employment with the Plan Sponsor), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 shall be made at the Plan Sponsor’s expense by an accounting firm, consulting firm, or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan to the contrary, if payments made under Section 3.6 of this Plan or otherwise from the Plan Sponsor or any affiliate of the Plan Sponsor are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant (based upon the rates in effect as set forth in the Code under state and local laws at the time of the Participant’s termination of employment with the Plan Sponsor), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 shall be made at the Plan Sponsor’s expense by an accounting firm, consulting firm, firm or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan Agreement to the contrary, if payments made under Section 3.6 2.4.1 of this Plan or otherwise from the Plan Sponsor Company or any affiliate of the Plan Sponsor Company are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant Executive under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor Company or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant Executive of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant Executive (based upon the rates in effect as set forth in the Code under state and local laws at the time of the ParticipantExecutive’s termination of employment with the Plan SponsorCompany), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 2.4.3 shall be made at the Plan SponsorCompany’s expense by an accounting firm, consulting firm, firm or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 2.4.3 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant Executive and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan Agreement to the contrary, if payments made under Section 3.6 2.4 of this Plan Agreement or otherwise from the Plan Sponsor Company or any affiliate of the Plan Sponsor Company are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant Executive under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor Company or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant Executive of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan Agreement shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant Executive (based upon the rates in effect as set forth in the Code under state and local laws at the time of the ParticipantExecutive’s termination of employment with the Plan SponsorCompany), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 shall be made at the Plan SponsorCompany’s expense by an accounting firm, consulting firm, or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 2.4.3 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant Executive and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan Agreement to the contrary, if payments made under Section 3.6 2.4.1 of this Plan Agreement or otherwise from the Plan Sponsor Company or any affiliate of the Plan Sponsor Company are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant Executive under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor Company or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant Executive of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant Executive (based upon the rates in effect as set forth in the Code under state and local laws at the time of the ParticipantExecutive’s termination of employment with the Plan SponsorCompany), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 2.4.3 shall be made at the Plan SponsorCompany’s expense by an accounting firm, consulting firm, firm or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 2.4.3 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant Executive and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan Agreement to the contrary, if payments made under Section 3.6 2.4.1 of this Plan Agreement or otherwise from the Plan Sponsor Company or any affiliate of the Plan Sponsor Company are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant Executive under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor Corporation or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant Executive of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan Agreement shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant Executive (based upon the rates in effect as set forth in the Code under state and local laws at the time of the ParticipantExecutive’s termination of employment with the Plan SponsorCorporation), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 2.4.3 shall be made at the Plan SponsorCorporation’s expense by an accounting firm, consulting firm, firm or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 2.4.3 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant Executive and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.

Net After-Tax Benefit. Notwithstanding any other provision of this Plan Agreement to the contrary, if payments made under Section 3.6 2.4.1 of this Plan Agreement or otherwise from the Plan Sponsor Company or any affiliate of the Plan Sponsor Company are considered “parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments hereinafter referred to as the “Total Payments”), then such payments shall be reduced to the greatest amount that may be paid to the Participant Executive under Section 280G of the Code without causing any loss of deduction to the Plan Sponsor Corporation or its affiliates under such section (hereinafter referred to as the “Reduced Payments”), however, the payments or benefits shall not be reduced if the net after tax benefit to the Participant Executive of receiving the Total Payments exceeds the net after tax benefit of receiving the Reduced Payments by at least $50,000. “Net after tax benefit” for purposes of this Plan Agreement shall mean the sum of the present value of (i) the Total Payments or Reduced Payments (as applicable), less (ii) the amount of federal, state and local income and payroll taxes payable with respect to the foregoing calculated at the maximum marginal tax rates expected for each year in which the foregoing shall be paid to the Participant Executive (based upon the rates in effect as set forth in the Code under state and local laws at the time of the ParticipantExecutive’s termination of employment with the Plan SponsorCorporation), less (iii) the amount of excise taxes imposed with respect to the payments and benefits described in (i) above by Section 4999 of the Code. The determination as to whether and to what extent payments are required to be reduced in accordance with this Section 3.13 2.4.3 shall be made at the Plan SponsorCorporation’s expense by an accounting firm, consulting firm, firm or law firm experienced in such matters. Any reduction in payments required by this Section 3.13 2.4.3 shall occur in the following order: (i) any cash severance, (ii) any other cash amount payable to the Participant and treated entirely as a “parachute payment”, (iii) any benefit valued entirely as a “parachute payment,” (iv) the acceleration of vesting of any equity award that is treated entirely as a “parachute payment”, (v) the acceleration of vesting of any equity awards that are time-vested options, and (vi) the acceleration of vesting of any other time-vested equity awards. Within any such category of payments and benefits, a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of compensation from equity awards is to be reduced, such acceleration of vesting shall be canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant.