Common use of Potential Subsequent Adjustments Clause in Contracts

Potential Subsequent Adjustments. (a) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1, the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive shall be obligated to pay back to WPX, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3, Executive shall pay the Excise Taxes. (b) Notwithstanding any other provision of this Article III, if (i) there is a reduction in the payments to an Executive as described above in this Article III, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX shall pay to Executive those payments which were reduced pursuant to Section 3.1 or 3.3 (a) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 11.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II paragraph 5 of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 11.C., Executive shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 11, if (i) there is a reduction in the payments to an Executive as described above in this Article IIIparagraph 11, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX Company shall pay to Executive those payments which were reduced pursuant to Section 3.1 paragraph 11.A. or 3.3 (asubparagraph 11.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (a) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1, the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive shall be obligated to pay back to WPX, within thirty (30) days after a final IRS determination or in the event that the Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX so that the Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in the Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3, the Executive shall pay the Excise Taxes. (b) Notwithstanding any other provision of this Article III, if (i) there is a reduction in the payments to an Executive as described above in this Article III, (ii) the IRS later determines that the Executive is liable for Excise Taxes, the payment of which would result in the maximization of the Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if the Executive’s benefits had not previously been reduced), and (iii) the Executive pays the Excise Tax, then WPX shall pay to the Executive those payments which were reduced pursuant to Section 3.1 or 3.3 (a) as soon as administratively possible after the Executive pays the Excise Taxes to the extent that the Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 11.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II paragraph 5 of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 11.C., Executive shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 11, if (i) there is a reduction in the payments to an Executive as described above in this Article IIIparagraph 11, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX Company shall pay to Executive those payments which were reduced pursuant to Section 3.1 paragraph 11.A. or 3.3 (asubparagraph 11.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 7(a), the IRS determines that Executive Participant is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of the Notice and this Agreement or otherwise, then Executive Participant shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive Participant challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that ExecutiveParticipant’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in ExecutiveParticipant’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 7(c), Executive Participant shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 7, if (ia) there is a reduction in the payments to an Executive Participant as described above in this Article IIIparagraph 7, (iib) the IRS later determines that Executive Participant is liable for Excise Taxes, the payment of which would result in the maximization of ExecutiveParticipant’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if ExecutiveParticipant’s benefits had not previously been reduced), and (iiic) Executive Participant pays the Excise Tax, then WPX Company shall pay to Executive Participant those payments which were reduced pursuant to Section 3.1 paragraph 7(a) or 3.3 (asubparagraph 7(c)(i) as soon as administratively possible after Executive Participant pays the Excise Taxes to the extent that ExecutiveParticipant’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 5(a), the IRS determines that Executive Participant is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive Participant shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive Participant challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that ExecutiveParticipant’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in ExecutiveParticipant’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 5(c), Executive Participant shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 5, if (ia) there is a reduction in the payments to an Executive Participant as described above in this Article IIIparagraph 5, (iib) the IRS later determines that Executive Participant is liable for Excise Taxes, the payment of which would result in the maximization of ExecutiveParticipant’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if ExecutiveParticipant’s benefits had not previously been reduced), and (iiic) Executive Participant pays the Excise Tax, then WPX Company shall pay to Executive Participant those payments which were reduced pursuant to Section 3.1 paragraph 5(a) or 3.3 (asubparagraph 5(c)(i) as soon as administratively possible after Executive Participant pays the Excise Taxes to the extent that ExecutiveParticipant’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 11.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II paragraph 5 of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 11.C, Executive shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 11, if (i) there is a reduction in the payments to an Executive as described above in this Article IIIparagraph 11, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX Company shall pay to Executive those payments which were reduced pursuant to Section 3.1 paragraph 11.A. or 3.3 (asubparagraph 11.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (a) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1, the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive shall be obligated to pay back to WPX, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3, Executive shall pay the Excise Taxes. (b) Notwithstanding any other provision of this Article III, if (i) there is a reduction in the payments to an Executive as described above in this Article III, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX shall pay to Executive those payments which were reduced pursuant to Section 3.1 or 3.3 (a3.3(a) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (a) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1, the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXXxxxxxxx, within thirty (30) days after a final IRS determination or in the event that the Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Xxxxxxxx so that the Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in the Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3, the Executive shall pay the Excise Taxes. (b) Notwithstanding any other provision of this Article III, if (i) there is a reduction in the payments to an Executive as described above in this Article III, (ii) the IRS later determines that the Executive is liable for Excise Taxes, the payment of which would result in the maximization of the Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if the Executive’s benefits had not previously been reduced), and (iii) the Executive pays the Excise Tax, then WPX Xxxxxxxx shall pay to the Executive those payments which were reduced pursuant to Section 3.1 or 3.3 (a) as soon as administratively possible after the Executive pays the Excise Taxes to the extent that the Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 12.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II paragraphs 5 and 6 of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 12.C., Executive shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 12, if (i) there is a reduction in the payments to an Executive as described above in this Article IIIparagraph 12, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX Company shall pay to Executive those payments which were reduced pursuant to Section 3.1 paragraph 12.A. or 3.3 (asubparagraph 12.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (a) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1, the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXXxxxxxxx, within thirty (30) days after a final IRS determination or in the event that the Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Xxxxxxxx so that the Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in the Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3, the Executive shall pay the Excise Taxes. (b) Notwithstanding any other provision of this Article III, if (i) there is a reduction in the payments to an Executive as described above in this Article III, (ii) the IRS later determines that the Executive is liable for Excise Taxes, the payment of which would result in the maximization of the Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if the Executive’s benefits had not previously been reduced), and (iii) the Executive pays the Excise Tax, then WPX Xxxxxxxx shall pay to the Executive those payments which were reduced pursuant to Section 3.1 or 3.3 (a3.3(a) as soon as administratively possible after the Executive pays the Excise Taxes to the extent that the Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 7(a), the IRS determines that Executive Participant is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II of this Agreement or otherwise, then Executive Participant shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive Participant challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that ExecutiveParticipant’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in ExecutiveParticipant’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 7(c), Executive Participant shall pay the Excise Taxes. (b) . Notwithstanding any other provision of this Article IIIparagraph 7, if (ia) there is a reduction in the payments to an Executive Participant as described above in this Article IIIparagraph 7, (iib) the IRS later determines that Executive Participant is liable for Excise Taxes, the payment of which would result in the maximization of ExecutiveParticipant’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if ExecutiveParticipant’s benefits had not previously been reduced), and (iiic) Executive Participant pays the Excise Tax, then WPX Company shall pay to Executive Participant those payments which were reduced pursuant to Section 3.1 paragraph 7(a) or 3.3 (asubparagraph 7(c)(i) as soon as administratively possible after Executive Participant pays the Excise Taxes to the extent that ExecutiveParticipant’s net after-tax proceeds with respect to the payment of the Payments are maximized.

Potential Subsequent Adjustments. (ai) If, notwithstanding any calculations performed or reduction in benefits imposed as described in Section 3.1paragraph 12.A., the IRS determines that Executive is liable for Excise Taxes as a result of the receipt of any payments made pursuant to Article II paragraph 5 of this Agreement or otherwise, then Executive shall be obligated to pay back to WPXCompany, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination, a portion of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to WPX Company so that Executive’s net after-tax proceeds with respect to the Payments (after taking into account the payment of the Excise Taxes and all other applicable taxes imposed on such benefits) shall be maximized. The Repayment Amount shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the Payments being maximized. If the Excise Taxes are not eliminated pursuant to this Section 3.3paragraph 12.C, Executive shall pay the Excise Taxes. (bii) Notwithstanding any other provision of this Article IIIparagraph 12, if (i) there is a reduction in the payments to an Executive as described above in this Article IIIparagraph 12, (ii) the IRS later determines that Executive is liable for Excise Taxes, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated based on the full amount of the Potential Parachute Payment and as if Executive’s benefits had not previously been reduced), and (iii) Executive pays the Excise Tax, then WPX Company shall pay to Executive those payments which were reduced pursuant to Section 3.1 paragraph 12.A. or 3.3 (asubparagraph 12.C.(i) as soon as administratively possible after Executive pays the Excise Taxes to the extent that Executive’s net after-tax proceeds with respect to the payment of the Payments are maximized.