Common use of Reduction of Parachute Payments Clause in Contracts

Reduction of Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section 4999 of the Code, or any corresponding provision of any subsequent Internal Revenue Code, as the same may be amended from time to time, (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior to the consummation of the Change of Control, the reduction shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Reduction of Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event If it shall be is determined that any payment or distribution by the Company benefit provided to or for the benefit of the Executive (a “Payment”), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") , would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section Code section 4999 of the Code, or any corresponding provision of interest or penalties with respect to such excise tax (such excise tax together with any subsequent Internal Revenue Codesuch interest and penalties, shall be referred to as the same may be amended from time to time, (the "“Excise Tax"”), then a calculation shall first be made under which such Payment shall be payments or benefits provided to Executive are reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” extent necessary so that no portion thereof shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax (the “4999 Limit”). The Company shall then compare (a) Executive’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with (b) Executive’s Net After-Tax Benefit without application of the 4999 Limit. “Net After-Tax Benefit” shall mean the sum of (i) all payments that Executive receives or is entitled to receive that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 280G(b)(2), less (yii) the largest portion, up to and including the total, amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesstate, income taxeslocal, employment, and the Excise Tax (all computed at if any) imposed with respect to such payments. In the highest applicable marginal rateevent (a) is greater than (b), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject Executive shall receive Payments solely up to the 4999 Limit. In the event (b) is greater than (a), then Executive shall be entitled to receive all such Payments, and shall be solely liable for any and all Excise TaxTax related thereto. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior portion of such severance benefits is subject to the consummation excise tax under Section 4999 of the Change of ControlCode, the reduction shall occur in the manner following order: (1) reduction of the severance payments under Section 5(c)(i); (2) cancellation of accelerated vesting of equity awards; and (3) reduction of continued employee benefits. In the event that results acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions reverse order of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) business days after the date on which the of grant of Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and the Executiveequity awards.

Reduction of Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section 4999 of the Code, or any corresponding provision of any subsequent Internal Revenue Code, as the same may be amended from time to time, (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount (as defined below). . (b) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior to the consummation of the Change of Control, the reduction shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Reduction of Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company Employer to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "“Payment"”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeInternal Revenue Code of 1986, as amended, and (ii) be subject to the excise tax imposed by Section 4999 of the Code, or any successor provisions thereto, including any corresponding provision of any subsequent Internal Revenue Code, as the same may be amended from time to time, (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) Tax; provided, however, if the largest portion, up to and including the total, of the entire Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the ExecutiveEmployee’s receipt, on an after-tax basis, of an amount greater than the greater amount Reduced Amount, then Employee shall receive the entire Payment in lieu of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxReduced Amount. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company Employer no later than two (2) days prior to the consummation of the Change of Control, the reduction shall occur termination date set forth in the manner that results in the greatest economic benefit notice of termination given pursuant to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, 4.4 or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.Section

Reduction of Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event If it shall be is determined that any payment or distribution by the Company benefit provided to or for the benefit of the Executive (a “Payment”), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") , would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section Code section 4999 of the Code, or any corresponding provision of interest or penalties with respect to such excise tax (such excise tax together with any subsequent Internal Revenue Codesuch interest and penalties, shall be referred to as the same may be amended from time to time, (the "“Excise Tax"”), then a calculation shall first be made under which such Payment shall be payments or benefits provided to Executive are reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” extent necessary so that no portion thereof shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax (the “4999 Limit”). The Company shall then compare (a) Executive’s Net After-Tax Benefit (as defined below) assuming application of the 4999 Limit with (b) Executive’s Net After-Tax Benefit without application of the 4999 Limit. “Net After-Tax Benefit” shall mean the sum of (i) all payments that Executive receives or is entitled to receive that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company within the meaning of Code section 280G(b)(2), less (yii) the largest portion, up to and including the total, amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesstate, income taxeslocal, employment, and the Excise Tax (all computed at if any) imposed with respect to such payments. In the highest applicable marginal rateevent (a) is greater than (b), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject Executive shall receive Payments solely up to the 4999 Limit. In the event (b) is greater than (a), then Executive shall be entitled to receive all such Payments, and shall be solely liable for any and all Excise TaxTax related thereto. If a reduction in payments or the severance and other benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior portion of such severance benefits is subject to the consummation excise tax under Section 4999 of the Change of ControlCode, the reduction shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of following order: (1) reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made severance payments under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”5(c)(i), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.;

Reduction of Parachute Payments. AND EXCESSIVE EMPLOYEE REMUNERATION. ------------------------------------ (a) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment or distribution a determination is made by legal counsel for the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would that (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeExecutive would, and (ii) except for this paragraph 13, be subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986 (the "Code"), or any successor sections thereof, as a result of a "parachute payment" (as defined in Section 280G(b)(2)(A) of the Code) made by the Company to the Executive pursuant to this Agreement or any other agreement, plan or arrangement, or (2) a federal income tax deduction would not be allowed to the Company for all or a part of such payments by reason of Section 280G(a) of the Code (or any successor provision), the payments to which the Executive would otherwise be entitled hereunder shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times the Executive's "base amount" (as defined in Sections 280G(b)(3)(A) and 280G(d)(1) and (2) of the Code), to the end that the Executive is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G(a). To achieve such reduction in aggregate present value, the Executive shall determine which item or items payable hereunder shall be reduced, eliminated, or postponed, the amount of each such reduction, elimination, or postponement, and the period of each postponement. The Company shall direct its legal counsel to review the payments made to the Executive and shall provide to the Executive such information as is reasonably necessary for the Executive to make the determinations contemplated in this paragraph. (b) In the event that a determination is made by legal counsel for the Company that the Company would not be allowed to deduct remuneration payable to the Executive as a result of the limits imposed by Section 4999 162(m) of the Code, or any corresponding provision of any subsequent Internal Revenue Code, as the same may be amended from time to time, (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior to the consummation of the Change of Controlsuccessor sections thereof, the reduction shall occur in the manner that results in the greatest economic benefit payments to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and which the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will would otherwise be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made entitled hereunder shall be finalreduced, binding and conclusive upon eliminated, or postponed in such amounts as are required to avoid the Company and the Executivelimits imposed by Section 162(m). The procedures set forth in paragraph 18(a) to accomplish such reduction, elimination or postponement shall apply to this paragraph 18(b).

Reduction of Parachute Payments. AND EXCESSIVE EMPLOYEE REMUNERATION. ------------------------------------ (a) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment or distribution a determination is made by legal counsel for the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would that (i) constitute a “parachute payment” within the meaning of Section 280G of the CodeExecutive would, and (ii) except for this paragraph 13, be subject to the excise tax provisions of Section 4999 of the Internal Revenue Code of 1986 (the "Code"), or any successor sections thereof, as a result of a "parachute payment" (as defined in Section 280G(b)(2)(A) of the Code) made by the Company to the Executive pursuant to this Agreement or any other agreement, plan or arrangement, or (2) a federal income tax deduction would not be allowed to the Company for all or a part of such payments by reason of Section 280G(a) of the Code (or any successor provision), the payments to which the Executive would otherwise be entitled hereunder shall be reduced, eliminated, or postponed in such amounts as are required to reduce the aggregate "present value" (as defined in Section 280G(d)(4) of the Code) of such payments to one dollar less than an amount equal to three times the Executive's "base amount" (as defined in Sections 280G(b)(3)(A) and 280G(d)(1) and (2) of the Code), to the end that the Executive is not subject to tax pursuant to such Section 4999 and no deduction is disallowed by reason of such Section 280G(a). To achieve such reduction in aggregate present value, the Executive shall determine which item or items payable hereunder shall be reduced, eliminated, or postponed, the amount of each such reduction, elimination, or postponement, and the period of each postponement. The Company shall direct its legal counsel to review the payments made to the Executive and shall provide to the Executive such information as is reasonably necessary for the Executive to make the determinations contemplated in this paragraph. (b) In the event that a determination is made by legal counsel for the Company that the Company would not be allowed to deduct remuneration payable to the Executive as a result of the limits imposed by Section 4999 162(m) of the Code, or any corresponding provision of any subsequent Internal Revenue Code, as the same may be amended from time to time, (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount (as defined below). (b) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, unless otherwise determined by the Company no later than two (2) days prior to the consummation of the Change of Controlsuccessor sections thereof, the reduction shall occur in the manner that results in the greatest economic benefit payments to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced pro rata. (c) All determinations required to be made under this Section 9, including whether a Payment shall be reduced to the Reduced Amount, and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte LLP, or such other certified public accounting firm, law firm or consulting firm (the “Accounting Firm”), as may be designated by the Executive. The Company shall bear all expenses with respect to the determinations by the Accounting Firm required to be made hereunder. (d) The Accounting Firm shall provide its calculations, together with detailed supporting documentation, to the Company and which the Executive within fifteen (15) business days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will would otherwise be imposed with respect to such Payment. Any good faith determinations of the Accounting Firm made entitled hereunder shall be finalreduced, binding and conclusive upon eliminated, or postponed in such amounts as are required to avoid the Company and the Executivelimits imposed by Section 162(m). The procedures set forth in paragraph 13(a) to accomplish such reduction, elimination or postponement shall apply to this paragraph 13(b).