Common use of Possible Reduction in Payment and Benefits Clause in Contracts

Possible Reduction in Payment and Benefits. No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments or benefits, together with other payments or benefits under other plans, agreements or arrangements, would make the Executive liable for the payment of an excise tax under Code Section 4999 or any successor provision. The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall be reduced in a manner determined by the Corporation (by the minimum possible amount) that is consistent with the requirements of Code Section 409A until no amount payable to the Executive will be subject to such excise tax. All calculations and determinations under this Section 21 shall be made by an independent accounting firm or independent tax counsel appointed by the Corporation (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Corporation and the Executive for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999. The Corporation shall bear all costs of the Tax Advisor. In the event that the payment to the Executive under Sections 8(a)(i) or 10(a)(i) is reduced in accordance with this paragraph, the length of the noncompete and nonsolicitation periods described in Sections 11(a), 11(b) and 11(c) shall be reduced proportionally. For example and for illustrative purposes, if the payment is reduced by 50%, the noncompete and nonsolicitation periods shall be reduced by 50%. (Signatures appear on the following page)

Possible Reduction in Payment and Benefits. No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments or benefits, together with other payments or benefits under other plans, agreements or arrangements, would make the Executive liable for the payment of an excise tax under Code Section 4999 or any successor provision. The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall be reduced in a manner determined by the Corporation (by the minimum possible amount) that is consistent with the requirements of Code Section 409A until no amount payable to the Executive will be subject to such excise tax. All calculations and determinations under this Section 21 shall be made by an independent accounting firm or independent tax counsel appointed by the Corporation (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Corporation and the Executive for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999. The Corporation shall bear all costs of the Tax Advisor. In the event that the payment to the Executive under Sections 8(a)(i) or 10(a)(i) is reduced in accordance with this paragraph, the length of the the noncompete and nonsolicitation periods described in Sections 11(a), 11(b) and 11(c) shall be reduced proportionally. For example and for illustrative purposes, if the payment is reduced by 50%, the noncompete and nonsolicitation nonsolicition periods shall be reduced by 50%. (Signatures appear on the following page).

Possible Reduction in Payment and Benefits. No amounts will be payable and no benefits will be provided under this Agreement to the extent that such payments or benefits, together with other payments or benefits under other plans, agreements or arrangements, would make the Executive liable for the payment of an excise tax under Code Section 4999 or any successor provision. The amounts otherwise payable and the benefits otherwise to be provided under this Agreement shall be reduced in a manner determined by the Corporation (by the minimum possible amount) that is consistent with the requirements of Code Section 409A until no amount payable to the Executive will be subject to such excise tax. All calculations and determinations under this Section 21 shall be made by an independent accounting firm or independent tax counsel appointed by the Corporation (the “Tax Advisor”) whose determinations shall be conclusive and binding on the Corporation and the Executive for all purposes. The Tax Advisor may rely on reasonable, good faith assumptions and approximations concerning the application of Code Section 280G and Code Section 4999. The Corporation shall bear all costs of the Tax Advisor. In the event that the payment to the Executive under Sections 8(a)(i) or 10(a)(i) is reduced in accordance with this paragraph, the length of the the noncompete and nonsolicitation periods described in Sections 11(a), 11(b) and 11(c) shall be reduced proportionally. For example and for illustrative purposes, if the payment is reduced by 50%, the noncompete and nonsolicitation nonsolicition periods shall be reduced by 50%. (Signatures appear on the following page)