Common use of Reduced Payment Clause in Contracts

Reduced Payment. If any payment or benefit provided to Executive by the Company pursuant to this Agreement or otherwise (the "Payment") shall be determined to be an "Excess Parachute Payment," (as defined in Code section 280G(b)(1)), that would be subject to the excise tax imposed by Code Section 4999, then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (the "Agreement Payments") shall be reduced (but not below zero) to the Reduced Amount. The "Reduced Amount" shall be an amount expressed in present value that maximizes the aggregate present value of Agreement Payments without causing any payments or benefits hereunder to be an Excess Parachute Payment. Anything to the contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any payment from the Company to Executive that is not an Agreement Payment would nevertheless be an Excess Parachute Payment, then the aggregate present value of Payments that are not Agreement Payments shall also be reduced (but not below zero) to an amount, if any, if the present value of such lesser amount maximizes the aggregate present value of Payments to Executive on an after-tax basis, taking into account income and excise taxes under section 1 and section 4999 of the Code. For purposes of this Section 3.2 present value shall be determined in accordance with section 280G(d)(4) of the Code.

Reduced Payment. If any payment or benefit provided to Executive by the Company pursuant to this Agreement or otherwise (the "“Payment"”) shall be determined to be an "“Excess Parachute Payment," ” (as defined in Code section 280G(b)(1)), that would be subject to the excise tax imposed by Code Section section 4999, then the aggregate present value of amounts or benefits payable to Executive pursuant to this Agreement (the "“Agreement Payments"”) shall be reduced (but not below zero) to the Reduced Amount. The "“Reduced Amount" ” shall be an amount expressed in present value that maximizes the aggregate present value of Agreement Payments without causing any payments or benefits hereunder to be an Excess Parachute Payment. Anything to the contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any payment from the Company to Executive that is not an Agreement Payment would nevertheless be an Excess Parachute Payment, then the aggregate present value of Payments that are not Agreement Payments shall also be reduced (but not below zero) to an amount, if any, if the present value of such lesser amount maximizes the aggregate present value of Payments to Executive on an after-tax basis, taking into account income and excise taxes under Code section 1 and section 4999 of the Code4999. For purposes of this Section 3.2 present value shall be determined in accordance with Code section 280G(d)(4) of the Code).