Common use of Reduction of Payments Clause in Contracts

Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for in this Agreement shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to the extent of any such reduction in the amount of the payments and benefits provided hereunder shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(f) shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Code Section 4999.

Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Code Section 280G(c))) of the Code, and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company or any of its Affiliatesaffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for in this Agreement shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company and its Affiliates affiliates will be one dollar ($1.00) less than three times Executive’s Employee's “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Code Section 49994999 of the Code. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to the extent of any such reduction in the amount of the payments and benefits provided hereunder shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s Employee's base amount, then Executive Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(f7(h) shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s Employee's excise tax liabilities under Code Section 49994999 of the Code, if any. 5. In all other respects, the Agreement remains unchanged and in full force and effect and, in signing below, you recognize the continuing effect and enforceability of the Agreement, as amended by this Amendment.

Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Code Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company or any of its Affiliatesaffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for in this Agreement shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company and its Affiliates affiliates will be one dollar ($1.00) less than three times ExecutiveEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Code Section 49994999 of the Code. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to the extent of any such reduction in the amount of the payments and benefits provided hereunder shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times ExecutiveEmployee’s base amount, then Executive Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(f) 5.8 shall require 13 the Company to be responsible for, or have any liability or obligation with respect to, ExecutiveEmployee’s excise tax liabilities under Code Section 49994999 of the Code, if any.

Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its Affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for in this Agreement shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company and its Affiliates will be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Code Section 4999. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to the extent of any such reduction in the amount of the payments and benefits provided hereunder shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(f) shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s excise tax liabilities under Code Section 4999.. Xxxx Xxxxxxxxx’x Employment Agreement 7

Reduction of Payments. Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Code Section 280G(c))) of the Code, and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company or any of its Affiliatesaffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for in this Agreement shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company and its Affiliates affiliates will be one dollar ($1.00) less than three times Executive’s Employee's “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Code Section 49994999 of the Code. The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to the extent of any such reduction in the amount of the payments and benefits provided hereunder shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s Employee's base amount, then Executive Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 6(f7(h) shall require the Company to be responsible for, or have any liability or obligation with respect to, Executive’s Employee's excise tax liabilities under Code Section 49994999 of the Code, if any.