Common use of Reduction of Amount of Severance Clause in Contracts

Reduction of Amount of Severance. Benefits In the event the Company determines that payment of any of the Severance Benefits would result in the imposition of any tax imposed by Section 4999 of the Internal Revenue Code of 1986 and the regulations thereunder (or any successor provisions), the Severance Benefits referred to in Section 2.1 (a) through (e) shall be reduced to such extent as the Company determines is necessary to avoid the imposition of any such tax. Such determination shall be made taking into account all other "parachute payments" (as defined in Section 280G of the Internal Revenue Code and the regulations thereunder or any successor provisions), to which the Executive would be entitled, including without limitation the acceleration of the exercise date of stock options. Such reductions shall first be made in the bonus payments referred to in Section 2.1(b) and thereafter, if necessary, to the bonus payments referred to in Section 2.1(c), the salary payments referred to in Section 2.1(a) and the other benefits referred to in Section 2.1(e) and (d), all in that order of priority. In no event shall any reductions in Severance Benefits pursuant to this Section 2.2 affect the Executive's rights under 2.1(f) or under any then existing stock option agreement or plan. If the Company determines that, after the reduction of the other Severance Benefits referred to above, the acceleration of the exercise dates of stock options pursuant to 2.1(f) above or pursuant