Common use of Parachute Taxes Clause in Contracts

Parachute Taxes. a. In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by any member of the Company Group or one or more trusts established by the Company for the benefit of its employees, 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”) is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), if the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation, taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments and benefits otherwise due to Executive in the aggregate, if such aggregate Payments were reduced to an amount equal to 2.99 times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of the payments and benefits shall be reduced to an amount that will equal 2.99 times Executive’s base amount. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) payments and benefits due under Section 4(e) of this Agreement shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued (without regard to any discounts for present value) for purposes of the calculation to be made under Section 280G of the Code for purposes of this Section 8 (the “280G Calculation”) in reverse order of when payable; and (iii) payments and benefits due in respect of any options or stock appreciation rights with regard to the Company’s equity securities valued under the 280G Calculation based on time of vesting shall be reduced in an order that is most beneficial to Executive. Notwithstanding the foregoing, any Payments that are not subject to Section 409A shall be reduced before any payments that are subject to Section 409A and any payments that are subject to Section 409A shall be reduced in reverse order of when payable. The Company will use commercially reasonable efforts to mitigate the effects of Section 280G of the Code to any Payment.

Parachute Taxes. a. In Notwithstanding anything to the event it contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for under this Agreement shall be determined either (a) reduced (but not below zero) so that any payment, benefit or distribution the present value of such total amounts and benefits received by Executive from the Company and its affiliates will be one dollar (or combination thereof$1.00) by any member less than three times Executive’s “base amount”(as defined in Section 280G(b)(3) of the Company Group or one or more trusts established Code) and so that no portion of such amounts and benefits received by the Company for the benefit of its employees, 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”) is shall be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxb) paid in full, together with any such interest and penalties, hereinafter collectively referred to as whichever produces the “Excise Tax”), if the better net after-tax amount of such Payments, after position to Executive has paid all taxes due thereon (including, without limitation, taxes due taking into account any applicable excise tax under Section 4999 of the Code) is less than the net after-tax amount Code and any other applicable taxes). The reduction of all such Payments payments and benefits otherwise due hereunder, if applicable, shall be made by reducing, first, payments or benefits to Executive be paid in cash hereunder in the aggregateorder in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, if to the extent necessary, through to such aggregate Payments were reduced payment or benefit that would be made first in time) and, then, reducing any benefit to an amount equal be provided in kind hereunder in a similar order. The determination as to 2.99 times Executive’s “base amount” (as defined whether any such reduction in Section 280G(b)(3) of the Code), then the aggregate amount of the payments and benefits provided hereunder is necessary shall be made by the Company. If a reduced to an amount payment or benefit is made or provided and through error or otherwise that will equal 2.99 payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times Executive’s base amount. To the extent , then Executive shall immediately repay such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) payments and benefits due under Section 4(e) of this Agreement shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued (without regard to any discounts for present value) for purposes of the calculation to be made under Section 280G of the Code for purposes of this Section 8 (the “280G Calculation”) in reverse order of when payable; and (iii) payments and benefits due in respect of any options or stock appreciation rights with regard excess to the Company’s equity securities valued under the 280G Calculation based on time of vesting shall be reduced in Company upon notification that an order that is most beneficial to Executive. Notwithstanding the foregoing, any Payments that are not subject to Section 409A shall be reduced before any payments that are subject to Section 409A and any payments that are subject to Section 409A shall be reduced in reverse order of when payable. The Company will use commercially reasonable efforts to mitigate the effects of Section 280G of the Code to any Paymentoverpayment has been made.

Parachute Taxes. a. In Notwithstanding anything to the event it contrary in this Agreement, if Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for under this Agreement shall be determined either (a) reduced (but not below zero) so that any payment, benefit or distribution the present value of such total amounts and benefits received by Executive from the Company and its affiliates will be one dollar (or combination thereof$1.00) by any member less than three times Executive's "base amount"(as defined in Section 280G(b)(3) of the Company Group or one or more trusts established Code) and so that no portion of such amounts and benefits received by the Company for the benefit of its employees, 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”) is shall be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxb) paid in full, together with any such interest and penalties, hereinafter collectively referred to as whichever produces the “Excise Tax”), if the better net after-tax amount of such Payments, after position to Executive has paid all taxes due thereon (including, without limitation, taxes due taking into account any applicable excise tax under Section 4999 of the Code) is less than the net after-tax amount Code and any other applicable taxes). The reduction of all such Payments payments and benefits otherwise due hereunder, if applicable, shall be made by reducing, first, payments or benefits to Executive be paid in cash hereunder in the aggregateorder in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, if to the extent necessary, through to such aggregate Payments were reduced payment or benefit that would be made first in time) and, then, reducing any benefit to an amount equal be provided in kind hereunder in a similar order. The determination as to 2.99 times Executive’s “base amount” (as defined whether any such reduction in Section 280G(b)(3) of the Code), then the aggregate amount of the payments and benefits provided hereunder is necessary shall be made by the Company. If a reduced to an amount payment or benefit is made or provided and through error or otherwise that will equal 2.99 times Executive’s base amount. To the extent such aggregate parachute payment amounts are required to be so reducedor benefit, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) when aggregated with other payments and benefits due under Section 4(efrom the Company (or its affiliates) of this Agreement used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times Executive's base amount, then Executive shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued (without regard to any discounts for present value) for purposes of the calculation to be made under Section 280G of the Code for purposes of this Section 8 (the “280G Calculation”) in reverse order of when payable; and (iii) payments and benefits due in respect of any options or stock appreciation rights with regard immediately repay such excess to the Company’s equity securities valued under the 280G Calculation based on time of vesting shall be reduced in Company upon notification that an order that is most beneficial to Executiveoverpayment has been made. Notwithstanding the foregoing, any Payments that are not subject to Section 409A shall be reduced before any payments that are subject to Section 409A and any payments that are subject to Section 409A shall be reduced in reverse order of when payable. The Company will use commercially reasonable efforts to mitigate the effects of Section 280G of the Code to any Payment6.

Parachute Taxes. a. In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by any member of the Company Group or one or more trusts established by the Company for the benefit of its employees, 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”) is subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Executive with 767483144.1 respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), if the net after-tax amount of such Payments, after Executive has paid all taxes due thereon (including, without limitation, taxes due under Section 4999 of the Code) is less than the net after-tax amount of all such Payments and benefits otherwise due to Executive in the aggregate, if such aggregate Payments were reduced to an amount equal to 2.99 times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), then the aggregate amount of the payments and benefits shall be reduced to an amount that will equal 2.99 times Executive’s base amount. To the extent such aggregate parachute payment amounts are required to be so reduced, the parachute payment amounts due to Executive (but no non-parachute payment amounts) shall be reduced in the following order: (i) payments and benefits due under Section 4(e) of this Agreement shall be reduced (if necessary, to zero) with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity fully valued (without regard to any discounts for present value) for purposes of the calculation to be made under Section 280G of the Code for purposes of this Section 8 (the “280G Calculation”) in reverse order of when payable; and (iii) payments and benefits due in respect of any options or stock appreciation rights with regard to the Company’s equity securities valued under the 280G Calculation based on time of vesting shall be reduced in an order that is most beneficial to Executive. Notwithstanding the foregoing, any Payments that are not subject to Section 409A shall be reduced before any payments that are subject to Section 409A and any payments that are subject to Section 409A shall be reduced in reverse order of when payable. The Company will use commercially reasonable efforts to mitigate the effects of Section 280G of the Code to any Payment.