Common use of Potential Reduction Clause in Contracts

Potential Reduction. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company or its subsidiaries or affiliates, including, without limitation, any stock option or similar right, or the lapse or termination of any restriction on or vesting or exercisability of any of the foregoing (in the aggregate, “Total Payments”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then such Total Payments shall be either (i) delivered in full, or (ii) delivered as to the maximum extent which would result in no portion of such Total Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 or similar state or local law, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Total Payments, notwithstanding that all or some portion of such Total Payments may be taxable under Section 4999 of the Code.

Potential Reduction. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company or its subsidiaries or affiliates, including, without limitation, any stock option or similar right, or the lapse or termination of any restriction on or vesting or exercisability of any of the foregoing (in the aggregate, “Total Payments”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code and but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then such Total Payments shall be either (ia) delivered in full, or (iib) delivered as to the maximum extent which would result in no portion of such Total Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 or similar state or local law, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Total Payments, notwithstanding that all or some portion of such Total Payments may be taxable under Section 4999 of the Code.

Potential Reduction. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company or its subsidiaries or affiliates, including, without limitation, any stock option or similar right, or the lapse or termination of any restriction on or vesting or exercisability of any of the foregoing (in the aggregate, “"Total Payments”") would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Code and but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then such Total Payments shall be either (ia) delivered in full, or (iib) delivered as to the maximum extent which would result in no portion of such Total Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 or similar state or local law, results in the receipt by the Executive on an after-tax after‑tax basis, of the greatest amount of Total Payments, notwithstanding that all or some portion of such Total Payments may be taxable under Section 4999 of the Code.

Potential Reduction. If any portion of the Severance Benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company or its subsidiaries or affiliates, including, without limitation, any stock option or similar right, or the lapse or termination of any restriction on or vesting or exercisability of any of the foregoing (in the aggregate, “"Total Payments”") would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Code and but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then such Total Payments shall be either (ia) delivered in full, or (iib) delivered as to the maximum extent which would result in no portion of such Total Payments being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 or similar state or local law, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Total Payments, notwithstanding that all or some portion of such Total Payments may be taxable under Section 4999 of the Code.