Common use of Reduction in Severance Benefit If Net After Clause in Contracts

Reduction in Severance Benefit If Net After. Tax Benefit ------------------------------------------------------- from Gross-Up Not More than $5,000. Notwithstanding any other provision of this ---------------------------------- paragraph 7, if the Net After-Tax Benefit (as defined below) Executive would realize after receipt of the Gross-Up Payment would not exceed by more than $5,000 the Net After-Tax Benefit Executive would realize if the Severance Benefit were reduced to the extent required, in the opinion of Tax Counsel, to prevent subjection of any part of the remaining Severance Benefit and other payments and benefits to which Executive is entitled to the Excise Tax, then Executive shall not be entitled to the Gross-Up Payment and his Severance Benefit shall be so reduced. SPI shall determine which elements of the Severance Benefit shall be reduced to conform to the provisions of this paragraph, provided, however, that there shall be no reduction under this paragraph in the amount payable to Executive under a deferred compensation arrangement between SPI and Executive to the extent such amount is attributable to deferrals elected by Executive or to Executive's vested interest, determined as of the date of termination of employment without regard to any acceleration resulting from a Change in Control, in nonelective deferrals credited to him. Any determination made by Tax Counsel pursuant to this paragraph shall be conclusive and binding on Executive; subject only to a determination under the provisions of paragraph 7.7 that an Excise Tax is payable. "Net After-Tax Benefit" shall mean the sum of the parachute payments (within the meaning of section 280G of the Code) payable to Executive under this agreement and all other plans, practices, policies, or programs of SPI, reduced by the federal, state, and local income taxes payable with respect to the parachute payments and by any Excise Tax imposed on Executive with respect to the parachute payments.

Reduction in Severance Benefit If Net After. Tax Benefit ------------------------------------------------------- from ------------------------------------------------------------ Gross-Up Not More than $5,000. Notwithstanding any other provision of this ---------------------------------- ----------------------------- paragraph 7, if the Net After-Tax Benefit (as defined below) Executive would realize after receipt of the Gross-Up Payment would not exceed by more than $5,000 the Net After-Tax Benefit Executive would realize if the Severance Benefit were reduced to the extent required, in the opinion of Tax Counsel, to prevent subjection of any part of the remaining Severance Benefit and other payments and benefits to which Executive is entitled to the Excise Tax, then Executive shall not be entitled to the Gross-Up Payment and his Severance Benefit shall be so reduced. SPI shall determine which elements of the Severance Benefit shall be reduced to conform to the provisions of this paragraph, provided, however, that there shall be no reduction under this paragraph in the amount payable to Executive under a deferred compensation arrangement between SPI and Executive to the extent such amount is attributable to deferrals elected by Executive or to Executive's vested interest, determined as of the date of termination of employment without regard to any acceleration resulting from a Change in Control, in nonelective deferrals credited to him. Any determination made by Tax Counsel pursuant to this paragraph shall be conclusive and binding on Executive; subject only to a determination under the provisions of paragraph 7.7 that an Excise Tax is payable. "Net After-Tax Benefit" shall mean the sum of the parachute payments (within the meaning of section 280G of the Code) payable to Executive under this agreement and all other plans, practices, policies, or programs of SPI, reduced by the federal, state, and local income taxes payable with respect to the parachute payments and by any Excise Tax imposed on Executive with respect to the parachute payments.

Reduction in Severance Benefit If Net After. Tax Benefit ------------------------------------------------------- from Gross-Up Not More than $5,000. Notwithstanding any other provision of this ---------------------------------- paragraph 7, if the Net After-Tax Benefit (as defined below) Executive would realize after receipt of the Gross-Up Payment would not exceed by more than $5,000 the Net After-Tax Benefit Executive would realize if the Severance Benefit were reduced to the extent required, in the opinion of Tax Counsel, to prevent subjection of any part of the remaining Severance Benefit and other payments and benefits to which Executive is entitled to the Excise Tax, then Executive shall not be entitled to the Gross-Up Payment and his Severance Benefit shall be so reduced. SPI shall determine which elements of the Severance Benefit shall be reduced to conform to the provisions of this paragraph, provided, however, that there shall be no reduction under this paragraph in the amount payable to Executive under a deferred compensation arrangement between SPI and Executive to the extent such amount is attributable to deferrals elected by Executive or to Executive's vested interest, determined as of the date of termination of employment without regard to any acceleration resulting from a Change in Control, in nonelective deferrals credited to him. Any determination made by Tax Counsel pursuant to this paragraph shall be conclusive and binding on Executive; subject only to a determination under the provisions of paragraph 7.7 that an Excise Tax is payable. "Net After-Tax Benefit" shall mean the sum of the parachute payments (within the meaning of section 280G 2806 of the Code) payable to Executive under this agreement and all other plans, practices, policies, or programs of SPI, reduced by the federal, state, and local income taxes payable with respect to the parachute payments and by any Excise Tax imposed on Executive with respect to the parachute payments.