Common use of Potential Limitation of Payments and Benefits Clause in Contracts

Potential Limitation of Payments and Benefits. (i) Subject to subsection (ii) below, in the event that the aggregate value of the payments and benefits to which you may be entitled under this Agreement or any other agreement, plan, program or arrangement in connection with a Change in Control (the "Change in Control Termination Benefits") would subject you the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Change in Control Termination Benefits shall be reduced in a manner determined by the Company (by the minimum possible amount) that is consistent with the requirements of Section 409A of the Code until no amount or benefit payable to you will be subject to the Excise Tax. (ii) Notwithstanding the foregoing, no reduction in the Change in Control Termination Benefits shall be made if your Net After-Tax Benefit (as defined below) assuming such reduction was not made exceeds by $25,000 or more your Net After-Tax Benefit assuming such reduction was made.

Potential Limitation of Payments and Benefits. (i) Subject to subsection (ii) below, in the event that the aggregate value of the payments and benefits to which you Executive may be entitled under this Agreement or any other agreement, plan, program or arrangement in connection with a Change in Control (the "“Change in Control Termination Benefits"”) would subject you Executive to the excise tax imposed under Section 4999 of the Code (the "“Excise Tax"”), then the Change in Control Termination Benefits shall be reduced in a manner determined by the Company (by the minimum possible amount) that is consistent with the requirements of Section 409A of the Code until no amount or benefit payable to you Executive will be subject to the Excise Tax. (ii) Notwithstanding the foregoing, no reduction in the Change in Control Termination Benefits shall be made if your Executive’s Net After-Tax Benefit (as defined below) assuming such reduction was not made exceeds by $25,000 or more your of Executive’s Net After-Tax Benefit assuming such reduction was made.