Common use of Potential Adjustments for Excise Tax Clause in Contracts

Potential Adjustments for Excise Tax. If (1) any amounts payable to the Executive under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) the Executive thereby would be subject to any United States federal excise tax due to that characterization, then it is agreed between the parties that Executive may elect to reduce (if necessary) the amounts payable under this Agreement, or otherwise, or to have any portion of applicable options or restricted stock not vest or become exercisable in order to achieve the greatest after-tax benefit to the Executive, with reduction to occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.