Common use of Reduction of Covered Payments Clause in Contracts

Reduction of Covered Payments. (i) Application of Section 7(e). In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the "Covered Payments"), are or become subject to the tax (the "Excise Tax") imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, then the Covered Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Covered Payments does not exceed the Reduced Amount; provided, however, that if the Net After-tax Benefit to the Executive of receiving all of the Covered Payments (without reduction) exceeds the Net-After-tax Benefit to the Executive of having such Covered Payments so reduced by more than the lesser of $50,000 or 10% of the Executive’s Net After-tax Benefit (after such reduction), no such reduction shall be effected. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly welfare and fringe benefits on a pro rata basis. For purposes of this Section 7(e), the following terms have the following meanings:

Reduction of Covered Payments. (i) Application of Section 7(e). In the event that any amount or benefit paid or distributed to the Executive pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the Executive by the Company or any affiliated company (collectively, the "Covered Payments"), are or become subject to the tax (the "Excise Tax") imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, then the Covered Payments shall be reduced (but not below zero) so that the Present Value of the aggregate of all Covered Payments does not exceed the Reduced Amount; provided, however, that if the Net After-After- tax Benefit to the Executive of receiving all of the Covered Payments (without reduction) exceeds the Net-After-tax Benefit to the Executive of having such Covered Payments so reduced by more than the lesser of $50,000 or 10% of the Executive’s Net After-tax Benefit (after such reduction), no such reduction shall be effected. In the event a reduction is required pursuant hereto, the order of reduction shall be first all cash payments on a pro rata basis, then any equity compensation on a pro rata basis, and lastly welfare and fringe benefits on a pro rata basis. For purposes of this Section 7(e), the following terms have the following meanings: