Common use of Payment Adjustment Clause in Contracts

Payment Adjustment. Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Associate) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Associate, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Associate’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Associate’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., and then against the vesting of any equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment). The determination as to whether Associate’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of Associate) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of Associate, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“Associate’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize Associate’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., and then against the vesting of any equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment). The determination as to whether Associate’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.8

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1 or Section C.3 of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1 and Section C.3 of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(i) of this Exhibit, and then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.3. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.this Exhibit C, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1 and Section C.3 of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.3. of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.3. of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1)(A) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.3. of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.3. of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state U.S. and local Canadian federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.3. of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.3. of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(i) of this Exhibit, and then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any new PBRS awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.3. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1 or Section C.3 of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.3. of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. Section C.1. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(A) of this Exhibit, and then against the vesting of any award described in Section 3(c) (New Award) that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)then against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.this Exhibit C, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1 and Section C.3 of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1)(A) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.clause (A) of Section C.1(a) of this Exhibit, and then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.3. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.”

Payment Adjustment. Payments under Article FIRST A. shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A., or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment), amounts payable under Article FIRST A. shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A., then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change in Control (and the termination of employment), and then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (and the termination of employment). The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND shall be made at the Corporation’s expense by Ernst & Young LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the Corporation, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit C shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1 or Section C.3 of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1 and Section C.3 of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1)(A) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.2. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.2. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(i) of this Exhibit, and then against any benefits payable under Section C.2. of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.3. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.”

Payment Adjustment. Payments under Article FIRST A. Section C.1. of this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. of this Exhibit, or by an adjustment to the vesting of any equity-based awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. of this Exhibit shall be reduced and the vesting of equity-based awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(A) of this Exhibit, and then against the vesting of any new PBRS award that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2. shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.

Payment Adjustment. Payments under Article FIRST A. this Exhibit shall be made without regard to whether the deductibility of such payments (or any other payments or benefits to or for the benefit of AssociateExecutive) would be limited or precluded by Section 280G of the Code (“Section 280G”) and without regard to whether such payments (or any other payments or benefits) would subject Associate Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the CodeCode (the “Excise Tax”); provided, that if the total of all payments to or for the benefit of AssociateExecutive, after reduction for all federal, state and local federal taxes (including the excise tax under Section 4999 of the Code) with respect to such payments (“AssociateExecutive’s total after-tax payments”), would be increased by the limitation or elimination of any payment under Article FIRST A.Section C.1. or Section C.3. of this Exhibit, or by an adjustment to the vesting of any equity-based or other awards that would otherwise vest on an accelerated basis in connection with the Change in Control (and the termination of employment)Control, amounts payable under Article FIRST A. Section C.1. and Section C.3. of this Exhibit shall be reduced and the vesting of equity-based and other awards shall be adjusted to the extent, and only to the extent, necessary to maximize AssociateExecutive’s total after-tax payments. Any reduction in payments or adjustment of vesting required by the preceding sentence shall be applied, first, against any benefits payable under Article FIRST A.Section C.1(a)(1) of this Exhibit, and then against any benefits payable under Section C.3 of this Exhibit, then against the vesting of any performance-based restricted stock awards that would otherwise have vested in connection with the Change of Control, then against the vesting of any other equity-based awards, if any, that would otherwise have vested in connection with the Change in Control (of Control, and the termination of employment)finally against all other payments, if any. The determination as to whether AssociateExecutive’s payments and benefits include “excess parachute payments” and, if so, the amount and ordering of any reductions in payment required by the provisions of this Article SECOND Section C.2 shall be made at the CorporationCompany’s expense by Ernst & Young PricewaterhouseCoopers LLP or by such other certified public accounting firm as the Compensation Committee of the Board of Directors of the Corporation may designate prior to a Change in of Control (the “accounting firm”). In the event of any underpayment or overpayment hereunder, as determined by the accounting firm, the amount of such underpayment or overpayment shall forthwith and in all events within thirty (30) days of such determination be paid to Associate Executive or refunded to the CorporationCompany, as the case may be, with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.