Common use of Parachute Payment Clause in Contracts

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company and its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder shall be either: (a) reduced (but not below zero) so that the present value of such total amounts received by Employee will be one dollar ($1.00) less than three times the Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (a) or (b) produces the better net after-tax position to the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the severance benefit is necessary shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times the Employee's base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "“disqualified individual" ” (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which or benefits that the Employee has the right to receive from the Company and its affiliates, would constitute a "“parachute payment" ” (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder payments under this Agreement (the Employee shall have the right to specify which) shall be either: (a) reduced a. Reduced (but not below zero) so that the present value of such the total amounts amount to be received by the Employee under this Agreement and otherwise will be one dollar ($1.00) less than three times the Employee's "’s “base amount" ” (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code Code; or (b) paid b. Paid in full, whichever of (a) or (b) produces the better net after-tax position to for the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such the reduction provided in the amount of the severance benefit is necessary clause (a) shall occur shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "“parachute payment" ” exists, exceeds one dollar ($1.00) less than three times the Employee's ’s base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been mademade and in the event that the reduction was more than was required, the Company shall immediately pay the amount that should have been paid to the Employee in the first instance.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "“disqualified individual" ” (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which or benefits that the Employee has the right to receive from the Company and its affiliates, would constitute a "“parachute payment" ” (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder payments under this Agreement (the Employee shall have the right to specify which) shall be either: (a) reduced a. Reduced (but not below zero) so that the present value of such the total amounts amount to be received by the Employee under this Agreement and otherwise will be one dollar ($1.00) less than three times the Employee's "’s “base amount" ” (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid b. Paid in full, whichever of (a) or (b) produces the better net after-tax position to for the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such the reduction provided in the amount of the severance benefit is necessary clause (a) shall occur shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "“parachute payment" ” exists, exceeds one dollar ($1.00) less than three times the Employee's ’s base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been mademade and in the event that the reduction was more than was required, the Company shall immediately pay the amount that should have been paid to the Employee in the first instance.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee Executive is a "“disqualified individual" ” (as defined in Section section 280G(c) of the Code), and any severance benefit the benefits provided for in this AgreementArticle, together with any other payments and benefits which Employee Executive has the right to receive from the Company and its affiliatesAffiliates, would constitute a "“parachute payment" ” (as defined in Section section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment benefits provided hereunder (beginning with any benefit to be paid in cash hereunder) shall be either: either (a1) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee Executive from Company will be one dollar ($1.00) less than three times the Employee's "Executive’s “base amount" ” (as defined in Section 280G section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by the Employee Executive shall be subject to the excise tax imposed by Section section 4999 of the Code or or (b2) paid in full, whichever of (a) or (b) produces the better net after-tax position to the Employee Executive (taking into account any applicable excise tax under Section section 4999 of the Code and any other applicable income taxtaxes). The determination as to whether any such reduction in the amount of the severance benefit benefits provided hereunder is necessary shall be made initially by the Company Compensation Committee in good faith. If a reduced cash payment is made and through error or otherwise that payment, when aggregated with other payments and benefits from the Company (or its affiliatesAffiliates) used in determining if a "“parachute payment" ” exists, exceeds one dollar ($1.00) less than three times the Employee's Executive’s base amount, then the Employee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5.5 shall require Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under section 4999 of the Code.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which or benefits that the Employee has the right to receive from the Company and its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder payments under this Agreement (the Employee shall have the right to specify which) shall be either: (a) reduced a. Reduced (but not below zero) so that the present value of such the total amounts amount to be received by the Employee under this Agreement and otherwise will be one dollar ($1.00) less than three times the Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid b. Paid in full, whichever of (a) or (b) produces the better net after-tax position to for the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such the reduction provided in the amount of the severance benefit is necessary clause (a) shall occur shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times the Employee's base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been mademade and in the event that the reduction was more than was required, the Company shall immediately pay the amount that should have been paid to the Employee in the first instance.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which or benefits that Employee has the right to receive from the Company and its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder payments under this Agreement (the Employee shall have the right to specify which) shall be either: (a) reduced (but not below zero) so that the present value of such the total amounts amount to be received by the Employee under this Agreement and otherwise will be one dollar ($1.00) less than three times the Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code Code; or (b) paid in full, whichever of (a) or (b) produces the better net after-tax position to for the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such the reduction provided in the amount of the severance benefit is necessary clause (a) shall occur shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times the Employee's base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been mademade and in the event that the reduction was more than was required, the Company shall immediately pay the amount that should have been paid to the Employee in the first instance.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "“disqualified individual" ” (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which Employee has the right to receive from the Company and its affiliates, would constitute a "“parachute payment" ” (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided any payments hereunder shall be either: (a) reduced (but not below zero) so that the present value of such total amounts received by Employee will be one dollar ($1.00) less than three times the Employee's "’s “base amount" ” (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (a) or (b) produces the better net after-tax position to the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such reduction in the amount of the severance benefit is necessary shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "“parachute payment" ” exists, exceeds one dollar ($1.00) less than three times the Employee's ’s base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Parachute Payment. Notwithstanding anything to the contrary in this Agreement, if the Employee is a "disqualified individual" (as defined in Section 280G(c) of the Code), and any severance benefit provided for in this Agreement, together with any other payments which or benefits that the Employee has the right to receive from the Company and its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then Severance Payment together with the Change of Control Payment provided hereunder payments under this Agreement (the Employee shall have the right to specify which) shall be either: (a) reduced (but not below zero) so that the present value of such the total amounts amount to be received by the Employee under this Agreement and otherwise will be one dollar ($1.00) less than three times the Employee's "base amount" (as defined in Section 280G of the Code) and so that no portion of such amounts received by the Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever of (a) or (b) produces the better net after-tax position to for the Employee (taking into account any applicable excise tax under Section 4999 of the Code and any applicable income tax). The determination as to whether any such the reduction provided in the amount of the severance benefit is necessary clause (a) shall occur shall be made initially by the Company in good faith. If a reduced payment is made and through error or otherwise that payment, when aggregated with other payments from the Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds one dollar ($1.00) less than three times the Employee's base amount, then the Employee shall immediately repay such excess to the Company upon notification that an overpayment has been mademade and in the event that the reduction was more than was required, the Company shall immediately pay the amount that should have been paid to the Employee in the first instance.