Common use of Reduction in Payments Clause in Contracts

Reduction in Payments. (a) For purposes of this section, (i) "Payment" shall mean any payment or distribution in the nature of compensation to or for the benefit of Executive, whether paid or payable pursuant to this Transition Agreement or otherwise; (ii) "Agreement Payment" shall mean a Payment paid or payable pursuant to this Transition Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section 280G (d)(4) of the Code; and (v) "Safe Harbor" shall mean the sum of $1.00 less than three times the Executive's "base amount" within the meaning of that term in Section 280G of the Code. (b) Anything in this Transition Agreement to the contrary notwithstanding, in the event KPMG Peat Marwick LLP (the "Accounting Firm") shall determine that receipt of all Payments would subject Executive to tax under Section 4999 of the Code, it shall determine whether the receipt of the Safe Harbor would result in greater Net After Tax Receipts to the Executive than receipt of all the Agreement Payments. If said firm determines that the receipt of

Reduction in Payments. (a) For purposes Notwithstanding anything to the contrary in this Agreement, if, as of the date of Executive's termination of employment, the Offset under the Supplemental Retirement Agreement exceeds the benefit to which Executive is entitled under Section 2 of the Supplemental Retirement Agreement prior to any offset, as defined therein, then the aggregate payments (including perquisites and benefits) due to Executive, if any, under this Agreement shall be reduced by such excess, except to the extent that such excess shall otherwise be satisfied by the Company's canceling other compensation or other amounts or property due to Executive. (b) Notwithstanding any other provision of this sectionAgreement or any other agreement between Executive and the Company or any affiliate, (i) "Payment" shall mean any payment or distribution if a reduction in the nature aggregate amount of compensation payments Executive otherwise would be entitled to receive from the Company or for the benefit of Executiveany affiliate, whether paid or payable pursuant to this Transition Agreement or otherwise; (iiwhich payments are deemed contingent on a change described in Section 280G(b)(2)(A)(i) "Agreement Payment" shall mean a Payment paid or payable pursuant to this Transition Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying (the highest marginal rate under Section 1 of "Contingent Payments") would result in a greater "Net After-Tax Amount", as such term is defined below, then such payments, as Executive shall designate, shall be reduced to provide the Code which applied to greatest Net After-Tax Amount. For these purposes, the Executive's taxable income for the immediately preceding taxable year; (iv) term "Present Value" shall mean such value determined in accordance with Section 280G (d)(4) of the Code; and (v) "Safe HarborNet After-Tax Amount" shall mean the sum of $1.00 less than three times the Executive's "base amount" within the meaning of that term in Section 280G net amount of the Code. (b) Anything in this Transition Agreement Contingent Payments after giving effect to the contrary notwithstandingall taxes which would be applicable to such payments, in the event KPMG Peat Marwick LLP (the "Accounting Firm") shall determine that receipt of all Payments would subject Executive to including, but not limited to, any tax under Section 4999 of the Code, it . The determination of whether any such payment reduction shall determine whether be effected shall be made by a nationally recognized accounting firm acceptable to Executive and the receipt of Company and such determination shall be binding upon Executive and the Safe Harbor would result in greater Net After Tax Receipts to the Executive than receipt of all the Agreement Payments. If said firm determines that the receipt ofCompany."

Reduction in Payments. (a) For purposes of this section, (i) "Payment" shall mean any payment or distribution in the nature of compensation to or for the benefit of Executive, whether paid or payable pursuant to this Transition Agreement or otherwise; (ii) "Agreement Payment" shall mean a Payment paid or payable pursuant to this Transition Agreement (disregarding this Section); (iii) "Net After Tax Receipt" shall mean the Present Value of a Payment net of all taxes imposed on Executive with respect thereto under Sections 1 and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive's taxable income for the immediately preceding taxable year; (iv) "Present Value" shall mean such value determined in accordance with Section 280G (d)(4) of the Code; and (v) "Safe Harbor" shall mean the sum of $1.00 less than three times the Executive's "base amount" within the meaning of that term in Section 280G of the Code. (b) Anything in this Transition Agreement to the contrary notwithstanding, in the event KPMG Peat Marwick LLP (the "Accounting Firm") shall determine that receipt of all Payments would subject Executive to tax under Section 4999 of the Code, it shall determine whether the receipt of the Safe Harbor would result in greater Net After Tax Receipts to the Executive than receipt of all the Agreement Payments. If said firm determines that the receipt ofof the Safe Harbor would so result, the aggregate Agreement Payments shall be reduced to the Safe Harbor.